SEC Form N-CSR filed by MFS Government Markets Income Trust
$MGF
Trusts Except Educational Religious and Charitable
Finance
Annual Report
November 30, 2023
MFS® Government Markets Income Trust
MGF-ANN
MANAGED DISTRIBUTION POLICY
DISCLOSURE
The MFS Government Markets Income
Trust’s (the fund) Board of Trustees adopted a managed distribution policy. The fund seeks to pay monthly distributions based on an annual rate of 7.25% of the fund’s average monthly net asset value. The
primary purpose of the managed distribution policy is to provide shareholders with a constant, but not guaranteed, fixed rate of distribution each month. You should not draw any conclusions about the fund’s
investment performance from the amount of the current distribution or from the terms of the fund’s managed distribution policy. The Board may amend or terminate the managed distribution policy at any time
without prior notice to fund shareholders. The amendment or termination of the managed distribution policy could have an adverse effect on the market price of the fund’s shares.
With each distribution, the fund
will issue a notice to shareholders and an accompanying press release which will provide detailed information regarding the amount and composition of the distribution and other related information. The amounts and
sources of distributions reported in the notice to shareholders are only estimates and are not being provided for tax reporting purposes. The actual amounts and sources of the amounts for tax reporting purposes will
depend upon the fund’s investment experience during its fiscal year and may be subject to changes based on tax regulations. The fund will send you a Form 1099-DIV for the calendar year that will tell you how to
report these distributions for federal income tax purposes. Please refer to “Tax Matters and Distributions” under Note 2 of the Notes to Financial Statements for information regarding the tax character of
the fund’s distributions.
Under a managed distribution policy
the fund may at times distribute more than its net investment income and net realized capital gains; therefore, a portion of your distribution may result in a return of capital. A return of capital may occur, for
example, when some or all of the money that you invested in the fund is paid back to you. Any such returns of capital will decrease the fund’s total assets and, therefore, could have the effect of increasing the
fund’s expense ratio. In addition, in order to make the level of distributions called for under its managed distribution policy, the fund may have to sell portfolio securities at a less than opportune time. A
return of capital does not necessarily reflect the fund’s investment performance and should not be confused with ‘yield’ or ‘income’. The fund’s total return in relation to changes
in net asset value is presented in the Financial Highlights.
MFS® Government Markets Income Trust
New York Stock Exchange Symbol: MGF
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| back cover |
NOT FDIC INSURED
• MAY LOSE VALUE • NO BANK GUARANTEE
Portfolio Composition - continued
| (a) | For all securities other than those specifically described below, ratings are assigned to underlying securities utilizing ratings from Moody’s, Fitch, and Standard & Poor’s rating agencies and applying the following hierarchy: If all three agencies provide a rating, the middle rating (after dropping the highest and lowest ratings) is assigned; if two of the three agencies rate a security, the lower of the two is assigned. If none of the 3 rating agencies above assign a rating, but the security is rated by DBRS Morningstar, then the DBRS Morningstar rating is assigned. If none of the 4 rating agencies listed above rate the security, but the security is rated by the Kroll Bond Rating Agency (KBRA), then the KBRA rating is assigned. Ratings are shown in the S&P and Fitch scale (e.g., AAA). Securities rated BBB or higher are considered investment grade. All ratings are subject to change. U.S. Government includes securities issued by the U.S. Department of the Treasury. Federal Agencies includes rated and unrated U.S. Agency fixed-income securities, U.S. Agency mortgage-backed securities, and collateralized mortgage obligations of U.S. Agency mortgage-backed securities. |
Not Rated includes fixed income
securities and fixed income derivatives that have not been rated by any rating agency. The fund may or may not have held all of these instruments on this date. The fund is not rated by these agencies.
| (d) | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value due to the interest rate move. The Average Duration calculation reflects the impact of the equivalent exposure of derivative positions, if any. |
| (i) | For purposes of this presentation, the components include the value of securities, and reflect the impact of the equivalent exposure of derivative positions, if any. These amounts may be negative from time to time. Equivalent exposure is a calculated amount that translates the derivative position into a reasonable approximation of the amount of the underlying asset that the portfolio would have to hold at a given point in time to have the same price sensitivity that results from the portfolio’s ownership of the derivative contract. When dealing with derivatives, equivalent exposure is a more representative measure of the potential impact of a position on portfolio performance than value. The bond component will include any accrued interest amounts. |
| (m) | In determining each instrument’s effective maturity for purposes of calculating the fund’s dollar-weighted average effective maturity, MFS uses the instrument’s stated maturity or, if applicable, an earlier date on which MFS believes it is probable that a maturity-shortening feature (such as a put, pre-refunding or prepayment) will cause the instrument to be repaid. Such an earlier date can be substantially shorter than the instrument’s stated maturity. |
| (q) | For purposes of this presentation, Other includes equivalent exposure from currency derivatives and/or any offsets to derivative positions and may be negative. |
| (v) | For purposes of this presentation, market value of fixed income and/or equity derivatives, if any, is included in Cash & Cash Equivalents. |
Where the fund holds convertible
bonds, they are treated as part of the equity portion of the portfolio.
Cash & Cash Equivalents includes
any cash, investments in money market funds, short-term securities, and other assets less liabilities. Please see the Statement of Assets and Liabilities for additional information related to the fund’s cash
position and other assets and liabilities.
From time to time Cash & Cash
Equivalents may be negative due to the timing of cash receipts and disbursements.
Percentages are based on net assets
as of November 30, 2023.
The portfolio is actively managed
and current holdings may be different.
2
Management Review
Summary of Results
For the twelve months ended November
30, 2023, the MFS Government Markets Income Trust (fund) provided a total return of 0.71%, at net asset value, and a total return of -1.85%, at market value. This compares with a return of 0.23% for the fund’s
benchmark, the Bloomberg U.S. Government/Mortgage Index. Over the same period, the fund’s other benchmark, the MFS Government Markets Income Trust Blended Index (Blended Index), generated a return of 0.86%. The
Blended Index reflects the blended returns of various fixed income market indices, with percentage allocations to each index designed to resemble the fixed income allocations of the fund. The market indices and
related percentage allocations used to compile the Blended Index are set forth in the Performance Summary.
The performance commentary below is
based on the net asset value performance of the fund, which reflects the performance of the underlying pool of assets held by the fund. The total return at market value represents the return earned by owners of the
shares of the fund, which are traded publicly on the exchange.
Market Environment
During the reporting period, central
banks around the world had to combat the strongest inflationary pressures in four decades, fueled by the global fiscal response to the pandemic, disrupted supply chains and the dislocations to energy markets stemming
from the war in Ukraine. Interest rates rose substantially, but the effects of a tighter monetary policy may not have been fully experienced yet, given that monetary policy works with long and variable lags. Strains
resulting from the abrupt tightening of monetary policy began to affect some parts of the economy, most acutely among small and regional US banks, which suffered from deposit flight as depositors sought higher yields
on their savings. Additionally, activity in the US housing sector has slowed as a result of higher mortgage rates. China’s abandonment of its Zero-COVID policy ushered in a brief uptick in economic activity in
the world’s second-largest economy in early 2023, although its momentum soon stalled as the focus turned to the country’s highly indebted property development sector. In developed markets, consumer demand
for services remained stronger than the demand for goods.
Policymakers found themselves in the
difficult position of trying to restrain inflation without tipping economies into recession. Despite the challenging macroeconomic and geopolitical environment, central banks remained focused on controlling price
pressures while also confronting increasing financial stability concerns. Central banks had to juggle achieving their inflation mandates while using macroprudential tools to keep banking systems liquid, a potentially
difficult balancing act, and one that suggested that we may be nearing a peak in policy rates.
Against an environment of relatively
tight labor markets, tighter global financial conditions and volatile materials prices, investor anxiety appeared to have increased over the potential that corporate profit margins may be past peak for this cycle.
That said, signs that supply chains have generally normalized, coupled with low levels of unemployment across developed markets and hopes that inflation levels have peaked, were supportive factors for the
macroeconomic backdrop.
3
Management Review - continued
Factors Affecting Performance
Relative to the Blended Index, the
fund’s longer duration(d) stance detracted from relative returns as interest rates rose throughout the reporting period. Bond selection within the mortgage-backed securities (MBS) agency fixed rate sector and an
underweight exposure to the industrials sector further weighed on relative results.
On the positive side, the
fund’s out-of-benchmark exposure to both the municipal sector and collateralized loan obligations (CLOs) contributed to relative performance. Additionally, bond selection within both the industrials and
government-related agencies sectors supported relative results.
The fund has a managed distribution
policy, the primary purpose of which is to provide shareholders with a constant, but not guaranteed, fixed rate of distribution each month. This policy had no material impact on the fund's investment strategies during
its most recent fiscal year. The level of distributions paid by the fund pursuant to its managed distribution policy may cause the fund's net asset value (NAV) per share to decline more so than if the policy were not
in place, including if distributions are in excess of fund returns. However, the adviser believes the policy may benefit the fund’s market price and premium/discount to the fund’s NAV. For the twelve
months ended November 30, 2023, the tax character of dividends paid pursuant to the managed distribution policy includes an ordinary income distribution of $3,465,689 and a tax return of capital distribution of
$4,684,173. See “Managed Distribution Policy Disclosure” in the inside cover page of this Annual Report for additional details regarding the policy and related implications for the fund and
shareholders.
Respectfully,
Portfolio Manager(s)
Geoffrey Schechter, Neeraj Arora,
Alexander Mackey, and Jake Stone
Note to Shareholders: Effective May
31, 2023, Jake Stone was added as a Portfolio Manager of the fund.
| (d) | Duration is a measure of how much a bond’s price is likely to fluctuate with general changes in interest rates, e.g., if rates rise 1.00%, a bond with a 5-year duration is likely to lose about 5.00% of its value. |
The views expressed in this report
are those of the portfolio manager(s) only through the end of the period of the report as stated on the cover and do not necessarily reflect the views of MFS or any other person in the MFS organization. These views
are subject to change at any time based on market or other conditions, and MFS disclaims any responsibility to update such views. These views may not be relied upon as investment advice or an indication of trading
intent on behalf of any MFS portfolio. References to specific securities are not recommendations of such securities, and may not be representative of any MFS portfolio’s current or future investments.
4
Performance Summary THROUGH 11/30/23
The following chart illustrates the
fund’s historical performance in comparison to its benchmark(s). Performance results reflect the percentage change in net asset value and market value, including reinvestment of fund distributions. Benchmarks
are unmanaged and may not be invested in directly. Benchmark returns do not reflect commissions or expenses. (See Notes to Performance Summary.)
Performance data shown represents past
performance and is no guarantee of future results. Investment return and principal value fluctuate so your shares, when sold, may be worth more or less than the original cost; current performance may be lower or
higher than quoted. The performance shown does not reflect the deduction of taxes, if any, that a shareholder would pay on fund distributions or the sale of fund shares.
Growth of a Hypothetical $10,000
Investment
Average Annual Total Returns
through 11/30/23
| Inception Date | 1-yr | 5-yr | 10-yr | |
| Market Value (r) | 5/28/1987 | (1.85)% | 0.63% | 1.64% |
| Net Asset Value (r) | 5/28/1987 | 0.71% | 0.73% | 1.27% |
Comparative benchmark(s)
| Bloomberg U.S. Government/Mortgage Index (f) | 0.23% | 0.12% | 0.89% |
| MFS Government Markets Income Trust Blended Index (f)(w) | 0.86% | 0.48% | 1.19% |
| Bloomberg U.S. Credit Index (f) | 3.38% | 1.91% | 2.38% |
| (f) | Source: FactSet Research Systems Inc. |
| (r) | Includes reinvestment of all distributions. Market value references New York Stock Exchange Price. |
5
Performance Summary - continued
| (w) | The MFS Government Markets Income Trust Blended Index (a custom index) was comprised of the following at the beginning and at the end of the reporting period: |
| 11/30/23 | |
| Bloomberg U.S. Government/Mortgage Index | 80% |
| Bloomberg U.S. Credit Index | 20% |
Benchmark Definition(s)
Bloomberg U.S. Credit Index(a) – a market capitalization-weighted index that measures the performance of publicly issued, SEC-registered, U.S. corporate and specified
foreign debentures and secured notes that meet specified maturity, liquidity, and quality requirements.
Bloomberg U.S. Government/Mortgage
Index(a) – measures the performance of debt issued by the U.S. Government, and its agencies, as well as mortgage-backed pass-through securities of
Ginnie Mae (GNMA), Fannie Mae (FNMA), and Freddie Mac (FHLMC).
It is not possible to invest
directly in an index.
| (a) | Source: Bloomberg Index Services Limited. BLOOMBERG® is a trademark and service mark of Bloomberg Finance L.P. and its affiliates (collectively “Bloomberg”). Bloomberg or Bloomberg's licensors own all proprietary rights in the Bloomberg Indices. Bloomberg neither approves or endorses this material, or guarantees the accuracy or completeness of any information herein, or makes any warranty, express or implied, as to the results to be obtained therefrom and, to the maximum extent allowed by law, neither shall have any liability or responsibility for injury or damages arising in connection therewith. |
Notes to Performance Summary
The fund’s shares may trade at
a discount or premium to net asset value. When fund shares trade at a premium, buyers pay more than the net asset value of the underlying fund shares, and shares purchased at a premium would receive less than the
amount paid for them in the event of the fund’s concurrent liquidation.
The fund's target annual
distribution rate is calculated based on an annual rate of 7.25% of the fund's average monthly net asset value, not a fixed share price, and the fund's dividend amount will fluctuate with changes in the fund's average
monthly net assets.
Performance results based on net
asset value per share do not include adjustments made for financial reporting purposes in accordance with U.S. generally accepted accounting principles and may differ from amounts reported in the Financial
Highlights.
From time to time the fund may
receive proceeds from litigation settlements, without which performance would be lower.
In accordance with Section 23(c) of
the Investment Company Act of 1940, the fund hereby gives notice that it may from time to time repurchase shares of the fund in the open market at the option of the Board of Trustees and on such terms as the Trustees
shall determine.
6
Investment Objective, Principal Investment
Strategies and Principal Risks
Investment Objective
The fund’s investment
objective is to seek high current income, but may also consider capital appreciation. The fund’s objective may be changed without shareholder approval.
Principal Investment Strategies
MFS normally invests at least 80% of
the fund’s net assets, including borrowings for investment purposes, in U.S. and foreign government securities.
MFS may invest the fund’s
assets in other types of debt instruments.
MFS generally invests substantially
all of the fund’s assets in investment grade quality debt instruments.
MFS may purchase or sell securities
for the fund on a when-issued, delayed delivery, or forward commitment basis where payment and delivery take place at a future settlement date, including mortgage-backed securities purchased or sold in the to be
announced (TBA) market. When MFS sells securities for the fund on a when-issued, delayed delivery, or forward commitment basis, the fund typically owns or has the right to acquire securities equivalent in kind
and amount to the deliverable securities.
MFS invests the fund’s assets
in U.S. and foreign securities, including emerging market securities.
MFS normally invests the fund's
assets across different countries and regions, but MFS may invest a significant percentage of the fund's assets in issuers in a single country or region.
MFS may invest a significant
percentage of the fund’s assets in a single issuer or a small number of issuers.
The fund seeks to make a monthly
distribution at an annual fixed rate of 7.25% of the fund’s average monthly net asset value.
While MFS may use derivatives for
any investment purpose, to the extent MFS uses derivatives, MFS expects to use derivatives primarily to increase or decrease exposure to a particular market, segment of the market, or security, to increase or decrease
interest rate or currency exposure, or as alternatives to direct investments.
MFS uses an active bottom-up
investment approach to buying and selling investments for the fund. Investments are selected primarily based on fundamental analysis of individual instruments and their issuers in light of the issuers’ financial
condition and market, economic, political, and regulatory conditions. Factors considered may include the instrument’s credit quality and terms, any underlying assets and their credit quality, and the
issuer’s management ability, capital structure, leverage, and ability to meet its current obligations. MFS may also consider environmental, social, and governance (ESG) factors in its fundamental investment
analysis where MFS believes such factors could materially impact the economic value of an issuer or instrument. Quantitative
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Investment Objective, Principal Investment
Strategies and Principal Risks - continued
screening tools that systematically evaluate the
structure of a debt instrument and its features may also be considered. In structuring the fund, MFS also considers top-down factors, including sector allocations, yield curve positioning, duration, macroeconomic
factors, and risk management factors.
If approved by the fund’s
Board of Trustees, the fund may use leverage through the issuance of preferred shares, borrowing from banks, and/or other methods of creating leverage, and investing the proceeds pursuant to its investment
strategies.
Principal Investment Types
The principal investment types in
which the fund may invest are:
Debt Instruments: Debt instruments represent obligations of corporations, governments, and other entities to repay money borrowed, or other instruments believed to have debt-like characteristics. The issuer
or borrower usually pays a fixed, variable, or floating rate of interest, and must repay the amount borrowed, usually at the maturity of the instrument. Debt instruments generally trade in the over-the-counter market
and can be less liquid than other types of investments, particularly during adverse market and economic conditions. During certain market conditions, debt instruments in some or many segments of the debt market
can trade at a negative interest rate (i.e., the price to purchase the debt instrument is more than the present value of expected interest payments and principal due at the maturity of the instrument). Some debt
instruments, such as zero coupon bonds or payment-in-kind bonds, do not pay current interest. Other debt instruments, such as certain mortgage-backed securities and other securitized instruments, make periodic
payments of interest and/or principal. Some debt instruments are partially or fully secured by collateral supporting the payment of interest and principal.
U.S. Government Securities: U.S. Government securities are securities issued or guaranteed as to the payment of principal and interest by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or
by a U.S. Government-sponsored entity. Certain U.S. Government securities are not supported as to the payment of principal and interest by the full faith and credit of the U.S. Treasury or the ability to borrow from
the U.S. Treasury. Some U.S. Government securities are supported as to the payment of principal and interest only by the credit of the entity issuing or guaranteeing the security. U.S. Government securities include
mortgage-backed securities and other types of securitized instruments guaranteed by the U.S. Treasury, by an agency or instrumentality of the U.S. Government, or by a U.S. Government-sponsored entity.
Foreign Government Securities: Foreign government securities are debt instruments issued, guaranteed, or supported, as to the payment of principal and interest, by foreign governments, foreign government agencies,
foreign semi-governmental entities or supranational entities, or debt instruments issued by entities organized and operated for the purpose of restructuring outstanding foreign government securities. Foreign
government securities may not be supported as to the payment of principal and interest by the full faith and credit of the foreign government.
Securitized Instruments: Securitized instruments are debt instruments that generally provide payments of principal and interest based on the terms of the instrument and cash flows generated by the underlying
assets. Underlying assets include residential and commercial mortgages, debt instruments, loans, leases, and receivables.
8
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
Securitized instruments are issued by trusts or
other special purpose entities that hold the underlying assets. Certain securitized instruments offer multiple classes that differ in terms of their priority to receive principal and/or interest payments under the
terms of the instrument. Securitized instruments include mortgage-backed securities, collateralized debt obligations, and other asset-backed securities. Certain mortgage-backed securities are issued on a delayed
delivery or forward commitment basis where payment and delivery take place at a future date.
When-Issued, Delayed Delivery, and
Forward Commitment Transactions: When-issued, delayed delivery, and forward commitment transactions, including securities purchased or sold in the to be announced (TBA) market, involve a commitment to purchase or sell a
security at a predetermined price or yield at which payment and delivery take place after the customary settlement period for that type of security. Typically, no interest accrues to the purchaser until the security
is delivered. When purchasing or selling securities pursuant to one of these transactions, payment for the securities is not required until the delivery date. In the TBA market, mortgage-backed securities are
purchased and sold at predetermined prices on a delayed delivery or forward commitment basis with the underlying securities to be announced at a future date.
Corporate Bonds: Corporate bonds are debt instruments issued by corporations or similar entities.
Inflation-Adjusted Debt
Instruments: Inflation-adjusted debt instruments are debt instruments whose principal and/or interest are adjusted for inflation. Inflation-adjusted debt instruments issued by the U.S. Treasury pay a
fixed rate of interest that is applied to an inflation-adjusted principal amount. The principal amount is adjusted based on changes in the Consumer Price Index. The principal due at maturity is typically equal to the
inflation-adjusted principal amount, or to the instrument’s original par value, whichever is greater. Other types of inflation-adjusted debt instruments may use other methods of adjusting for inflation, and
other measures of inflation. Other issuers of inflation-adjusted debt instruments include U.S. Government agencies, instrumentalities and sponsored entities, U.S. and foreign corporations, and foreign
governments.
Derivatives: Derivatives are financial contracts whose value is based on the value of one or more underlying indicators or the difference between underlying indicators. Underlying indicators may include
a security or other financial instrument, asset, currency, interest rate, credit rating, commodity, volatility measure, or index. Derivatives often involve a counterparty to the transaction. Derivatives include
futures, forward contracts, options, swaps, and certain complex structured securities.
Principal Risks
The share price of the fund will
change daily based on changes in market, economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions. As with any mutual fund, the fund may not achieve its objective
and/or you could lose money on your investment in the fund. An investment in the fund is not a bank deposit and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other governmental
agency. The significance of any specific risk to
9
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
an investment in the fund will vary over time
depending on the composition of the fund's portfolio, market conditions, and other factors. You should read all of the risk information below carefully, because any one or more of these risks may result in losses to
the fund.
The principal risks of investing in
the fund are:
Investment Selection Risk: MFS' investment analysis and its selection of investments may not produce the intended results and/or can lead to an investment focus that results in the fund underperforming other funds
with similar investment strategies and/or underperforming the markets in which the fund invests. In addition, to the extent MFS considers quantitative tools in managing the fund, such tools may not work as expected or
produce the intended results. In addition, MFS or the fund's other service providers may experience disruptions or operating errors that could negatively impact the fund.
Debt Market Risk: Debt markets can be volatile and can decline significantly in response to changes in, or investor perceptions of, issuer, market, economic, industry, political, regulatory, geopolitical,
environmental, public health, and other conditions. These conditions can affect a single instrument, issuer, or borrower, a particular type of instrument, issuer, or borrower, a segment of the debt markets, or
debt markets generally. Certain changes or events, such as political, social, or economic developments, including increasing and negative interest rates or the U.S. government's inability at times to agree on a
long-term budget and deficit reduction plan (which has in the past resulted and may in the future result in a government shutdown); market closures and/or trading halts; government or regulatory actions, including the
imposition of tariffs or other protectionist actions and changes in fiscal, monetary, or tax policies; natural disasters; outbreaks of pandemic and epidemic diseases; terrorist attacks; war; and other geopolitical
changes or events can have a dramatic adverse effect on debt markets and may lead to periods of high volatility and reduced liquidity in a debt market or a segment of a debt market.
Interest Rate Risk: The price of a debt instrument typically changes in response to interest rate changes. Interest rates can change in response to the supply and demand for credit, government and/or central
bank monetary policy and action, inflation rates, general economic and market conditions, and other factors. In general, the price of a debt instrument falls when interest rates rise and rises when interest rates
fall. Inflationary price movements may cause fixed income securities markets to experience heightened levels of interest rate volatility and liquidity risk. The risks associated with rising interest rates may be
particularly acute in the current market environment because the Federal Reserve Board recently raised interest rates and may continue to do so. Interest rate risk is generally greater for fixed-rate instruments than
floating-rate instruments and for instruments with longer maturities or durations, or that do not pay current interest. In addition, short-term and long-term interest rates do not necessarily move in the same
direction or by the same amount. An instrument’s reaction to interest rate changes depends on the timing of its interest and principal payments and the current interest rate for each of those time periods. The
price of an instrument trading at a negative interest rate responds to interest rate changes like other debt instruments; however, an instrument purchased at a negative interest rate is expected to produce a negative
return if held to maturity. Fluctuations in the market price of fixed-rate
10
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
instruments held by the fund may not affect
interest income derived from those instruments, but may nonetheless affect the fund's share price, especially if an instrument has a longer maturity or duration and is therefore more sensitive to changes in interest
rates.
Inflation-adjusted debt instruments
tend to react to changes in “real” interest rates. “Real” interest rates represent nominal interest rates reduced by the inflation rate.
Credit Risk: The price of a debt instrument depends, in part, on the issuer's or borrower's credit quality or ability to pay principal and interest when due. The price of a debt instrument is likely to
fall if an issuer or borrower defaults on its obligation to pay principal or interest, if the instrument's credit rating is downgraded by a credit rating agency, or based on other changes in, or perceptions of, the
financial condition of the issuer or borrower. For certain types of instruments, including derivatives, the price of the instrument depends in part on the credit quality of the counterparty to the transaction.
For other types of debt instruments, including securitized instruments, the price of the debt instrument also depends on the credit quality and adequacy of the underlying assets or collateral as well as whether there
is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying assets or collateral may be difficult.
Government securities not supported
as to the payment of principal or interest by the full faith and credit of the government are subject to greater credit risk than are government securities supported by the full faith and credit of the government.
Foreign Risk: Investments in securities of foreign issuers, securities of companies with significant foreign exposure, and foreign currencies can involve additional risks relating to market, economic,
industry, political, regulatory, geopolitical, environmental, public health, and other conditions. Political, social, diplomatic, and economic developments, U.S. and foreign government action, or the threat thereof,
such as the imposition of currency or capital blockages, controls, or tariffs, economic and trade sanctions or embargoes, security trading suspensions, entering or exiting trade or other intergovernmental agreements,
or the expropriation or nationalization of assets in a particular country, can cause dramatic declines in certain or all securities with exposure to that country and other countries. Sanctions, or the threat of
sanctions, may cause volatility in regional and global markets and may negatively impact the performance of various sectors and industries, as well as companies in other countries, which could have a negative effect
on the performance of the fund. In the event of nationalization, expropriation, confiscation or other government action, intervention, or restriction, the fund could lose its entire investment in a particular foreign
issuer or country. Civil unrest, geopolitical tensions, wars, and acts of terrorism are other potential risks that could adversely affect an investment in a foreign security or in foreign markets or issuers generally.
Economies and financial markets are interconnected, which increases the likelihood that conditions in one country or region can adversely impact issuers in different countries and regions. Less stringent regulatory,
accounting, auditing, and disclosure requirements for issuers and markets are more common in certain foreign countries. Enforcing legal rights can be difficult, costly, and slow in certain foreign countries and with
respect to certain types of investments, and can be particularly difficult against foreign governments. Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer
with exposure to multiple countries as well as affect the U.S. dollar value of foreign currency
11
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
investments and investments denominated in foreign
currencies. Additional risks of foreign investments include trading, settlement, custodial, and other operational risks, and withholding and other taxes. These factors can make foreign investments, especially those
tied economically to emerging markets, more volatile and less liquid than U.S. investments. In addition, foreign markets can react differently to market, economic, industry, political, regulatory, geopolitical,
environmental, public health, and other conditions than the U.S. market.
Emerging Markets Risk: Investments tied economically to emerging markets, especially frontier markets (emerging markets that are early in their development), can involve additional and greater risks than the
risks associated with investments in developed markets. Emerging markets typically have less developed economies and markets, greater custody and operational risk, less developed legal, regulatory, and accounting
systems, less trading volume, less stringent investor protection and disclosure standards, less reliable settlement practices, greater government involvement in the economy, and greater risk of new or inconsistent
government treatment of or restrictions on issuers and instruments than developed countries. Financial and other disclosures by emerging market issuers may be considerably less reliable than disclosures made by
issuers in developed markets. In addition, the Public Company Accounting Oversight Board, which regulates auditors of U.S. public companies, may not be able to inspect audit work papers in certain emerging market
countries. Emerging markets can also be subject to greater political, social, geopolitical, and economic instability and more susceptible to environmental problems. In addition, many emerging market countries with
less established health care systems have experienced outbreaks of pandemics or contagious diseases from time to time. These factors can make emerging market investments more volatile and less liquid than investments
in developed markets.
Currency Risk: Changes in currency exchange rates can significantly impact the financial condition of a company or other issuer with exposure to multiple countries. In addition, a decline in the value of
a foreign currency relative to the U.S. dollar reduces the value of the foreign currency and investments denominated in that currency. In addition, the use of foreign exchange contracts to reduce foreign currency
exposure can eliminate some or all of the benefit of an increase in the value of a foreign currency versus the U.S. dollar. The value of foreign currencies relative to the U.S. dollar fluctuates in response to, among
other factors, interest rate changes, intervention (or failure to intervene) by the U.S. or foreign governments, central banks, or supranational entities such as the International Monetary Fund, the imposition of
currency controls, and other political or regulatory conditions in the United States or abroad. Foreign currency values can decrease significantly both in the short term and over the long term in response to these and
other conditions.
Focus Risk: Issuers in a single country or region can react similarly to market, currency, political, economic, regulatory, geopolitical, environmental, public health, and other conditions. These
conditions include business environment changes; economic factors such as fiscal, monetary, and tax policies; inflation and unemployment rates; and government and regulatory changes. The fund's performance will
be affected by the conditions in the countries and regions to which the fund is exposed. If MFS invests a significant percentage of the fund’s assets in a single issuer or small number of issuers, the
fund’s performance will be affected by economic, industry, political, regulatory,
12
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
geopolitical, environmental, public health, and
other conditions that impact that one issuer or issuers, could be closely tied to the value of that issuer or issuers, and could be more volatile than the performance of more diversified funds.
Prepayment/Extension Risk: Many types of debt instruments, including mortgage-backed securities, securitized instruments, certain corporate bonds, and municipal housing bonds, and certain derivatives, are subject to
the risk of prepayment and/or extension. Prepayment occurs when unscheduled payments of principal are made or the instrument is called or redeemed prior to an instrument’s maturity. When interest rates decline,
the instrument is called, or for other reasons, these debt instruments may be repaid more quickly than expected. As a result, the holder of the debt instrument may not be able to reinvest the proceeds at the same
interest rate or on the same terms, reducing the potential for gain. When interest rates increase or for other reasons, these debt instruments may be repaid more slowly than expected, increasing the potential for
loss. In addition, prepayment rates are difficult to predict and the potential impact of prepayment on the price of a debt instrument depends on the terms of the instrument.
Inflation-Adjusted Debt Instruments
Risk: Interest payments on inflation-adjusted debt instruments can be unpredictable and vary based on the level of inflation. If inflation is negative, principal and income both can decline. In
addition, the measure of inflation used may not correspond to the actual rate of inflation experienced by a particular individual.
Managed Distribution Plan Risk: The fund may not be able to maintain a monthly distribution at an annual fixed rate of up to 7.25% of the fund’s average monthly net asset value due to many factors, including but not
limited to, changes in market returns, fluctuations in market interest rates, and other factors. If income from the fund’s investments is less than the amount needed to make a monthly distribution, the fund may
distribute a return of capital to pay the distribution. In certain cases, the fund may sell portfolio investments at less opportune times in order to pay such distribution. Distributions that are treated
as tax return of capital will have the effect of reducing the fund’s assets and could increase the fund’s expense ratio. If a portion of the fund’s distributions represents returns of capital
over extended periods, the fund’s assets may be reduced over time to levels where the fund is no longer viable and might be liquidated. Please see “Managed Distribution Policy Disclosure” in
this report for additional information regarding the plan.
Market Discount/Premium Risk: The market price of shares of the fund will be based on factors such as the supply and demand for shares in the market and general market, economic, industry, political or regulatory
conditions. Whether shareholders will realize gains or losses upon the sale of shares of the fund will depend on the market price of shares at the time of the sale, not on the fund’s net asset value.
The market price may be lower or higher than the fund’s net asset value. Shares of closed-end funds frequently trade at a discount to their net asset value.
Leveraging Risk: If the fund utilizes investment leverage, there can be no assurance that such a leveraging strategy will be successful during any period in which it is employed. The use of leverage is a
speculative investment technique that results in greater volatility in the fund’s net asset value. To the extent that investments are purchased with the proceeds from the borrowings from a bank, the issuance of
preferred shares, or the creation of tender option bonds, the fund’s net asset value will
13
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
increase or decrease at a greater rate than a
comparable unleveraged fund. If the investment income or gains earned from the investments purchased with the proceeds from the borrowings from a bank, the issuance of preferred shares, or the creation of tender
option bonds, fails to cover the expenses of leveraging, the fund’s net asset value is likely to decrease more quickly than if the fund was not leveraged. In addition, the fund’s distributions could be
reduced. The fund is currently required under the Investment Company Act of 1940 (“1940 Act”) to maintain asset coverage of at least 200% on outstanding preferred shares and at least 300% on
outstanding indebtedness; however, the fund may be required to abide by asset coverage or other requirements that are more stringent than those imposed by the 1940 Act. The fund may be required to sell a portion of
its investments at a time when it may be disadvantageous to do so in order to redeem preferred shares or to reduce outstanding indebtedness to comply with asset coverage or other restrictions including those imposed
by the 1940 Act, any applicable loan agreement, any applicable offering documents for preferred shares issued by the fund, and the rating agencies that rate the preferred shares. The fund may be prohibited from
declaring and paying common share dividends and distributions if the fund fails to satisfy the 1940 Act’s asset coverage requirements or other agreed upon asset coverage requirements. In these situations, the
fund may choose to repurchase or redeem any outstanding leverage to the extent necessary in order to maintain compliance with such asset coverage requirements. The expenses of leveraging are paid by the holders of
common shares. Borrowings from a bank or preferred shares may have a stated maturity. If this leverage is not extended prior to maturity or replaced with the same or a different form of leverage, distributions to
common shareholders may be decreased.
Certain transactions and investment
strategies can result in leverage. Because movements in a fund’s share price generally correlate over time with the fund’s net asset value, the market price of a leveraged fund will also tend to be more
volatile than that of a comparable unleveraged fund. The costs of an offering of preferred shares and/or borrowing program would be borne by shareholders.
Under the terms of any loan
agreement or of a purchase agreement between the fund and the investor in the preferred shares, as the case may be, the fund may be required to, among other things, limit its ability to pay dividends and distributions
on common shares in certain circumstances, incur additional debts, engage in certain transactions, and pledge some or all of its assets at an inopportune time. Such agreements could limit the fund’s ability to
pursue its investment strategies. The terms of any loan agreement or purchase agreement could be more or less restrictive than those described.
Under guidelines generally required
by a rating agency providing a rating for any preferred shares, the fund may be required to, among other things, maintain certain asset coverage requirements, restrict certain investments and practices, and adopt
certain redemption requirements relating to preferred shares. Such guidelines or the terms of a purchase agreement between a fund and the investor in the preferred shares could limit the fund’s ability to
pursue its investment strategies. The guidelines imposed with respect to preferred shares by a rating agency or an investor in the preferred shares could be more or less restrictive than those described.
14
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
When-Issued, Delayed Delivery, and
Forward Commitment Transaction Risk: The purchaser in a when-issued, delayed delivery or forward commitment transaction assumes the rights and risks of ownership, including the risks of price and yield fluctuations and the
risk that the security will not be issued or delivered as anticipated, and the seller loses the opportunity to benefit if the price of the security rises. When-issued, delayed delivery, and forward commitment
transactions can involve leverage.
Derivatives Risk: Derivatives can be highly volatile and involve risks in addition to, and potentially greater than, the risks of the underlying indicator(s). Gains or losses from derivatives can be
substantially greater than the derivatives’ original cost and can sometimes be unlimited. Derivatives can involve leverage. Derivatives can be complex instruments and can involve analysis and processing
that differs from that required for other investment types used by the fund. If the value of a derivative does not change as expected relative to the value of the market or other indicator to which the derivative is
intended to provide exposure, the derivative may not have the effect intended. Derivatives can also reduce the opportunity for gains or result in losses by offsetting positive returns in other investments. Derivatives
can be less liquid than other types of investments.
Counterparty and Third Party Risk:
Transactions involving a counterparty other than the issuer of the instrument, including clearing organizations, or a third party responsible for servicing the instrument or effecting the
transaction, are subject to the credit risk of the counterparty or third party, and to the counterparty’s or third party’s ability or willingness to perform in accordance with the terms of the
transaction. If a counterparty or third party fails to meet its contractual obligations, goes bankrupt, or otherwise experiences a business interruption, the fund could miss investment opportunities, lose value
on its investments, or otherwise hold investments it would prefer to sell, resulting in losses for the fund.
Liquidity Risk: Certain investments and types of investments are subject to restrictions on resale, may trade in the over-the-counter market, or may not have an active trading market due to adverse market,
economic, industry, political, regulatory, geopolitical, environmental, public health, and other conditions, including trading halts, sanctions, or wars. Investors trying to sell large quantities of a particular
investment or type of investment, or lack of market makers or other buyers for a particular investment or type of investment may also adversely affect liquidity. At times, all or a significant portion of a
market may not have an active trading market. Without an active trading market, it may be difficult to value, and it may not be possible to sell, these investments and the fund could miss other investment
opportunities and hold investments it would prefer to sell, resulting in losses for the fund. In addition, the fund may have to sell certain of these investments at prices or times that are not advantageous in
order to meet redemptions or other cash needs, which could result in dilution of remaining investors' interests in the fund. The prices of illiquid securities may be more volatile than more liquid
investments.
Anti-Takeover Provisions Risk: The fund’s declaration of trust includes provisions that could limit the ability of other persons or entities to acquire control of the fund, to convert the fund to an open-end fund,
or to change the composition of the fund’s Board of Trustees. These provisions could reduce the opportunities for shareholders to sell their shares at a premium over the then-current market
price.
15
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
Other Investment Strategies and
Risks
Active and Frequent Trading: MFS may engage in active and frequent trading in pursuing the fund's principal investment strategies. Frequent trading may increase transaction costs, which can reduce the fund's return.
Frequent trading can also increase the possibility of capital gain and ordinary distributions. Frequent trading can also result in the realization of a higher percentage of short-term capital gains and a lower
percentage of long-term capital gains as compared to a fund that trades less frequently. Because short-term capital gains are distributed as ordinary income, this would generally increase your tax liability
unless you hold your shares through a tax-advantaged or tax-exempt vehicle.
Operational and Cybersecurity Risk:
The fund and its service providers, and your ability to transact in fund shares, may be negatively impacted due to operational matters arising from, among other issues, human errors,
systems and technology disruptions or failures, fraudulent activities, or cybersecurity incidents. Operational issues and cybersecurity incidents may cause the fund or its service providers, as well as
securities trading venues and other market participants, to suffer data corruption and/or lose operational functionality, and could, among other things, impair the ability to calculate the fund's net asset value per
share, impede trading of portfolio securities, and result in the theft, misuse, and/or improper release of confidential information relating to the fund or its shareholders. Such operational issues and
cybersecurity incidents may result in losses to the fund and its shareholders. Because technology is frequently changing, new ways to carry out cyberattacks continue to develop. Therefore, there is a chance that
certain risks have not been identified or prepared for, or that an attack may not be detected, which puts limitations on the ability of the fund and its service providers to plan for or respond to a cyberattack.
Furthermore, geopolitical tensions could increase the scale and sophistication of deliberate cybersecurity attacks, particularly those from nation-states or from entities with nation-state backing.
Temporary Defensive Strategy: In response to adverse market, economic, industry, political, or other conditions, MFS may depart from the fund’s principal investment strategies by temporarily investing for
defensive purposes. When MFS invests defensively, different factors could affect the fund’s performance and the fund may not achieve its investment objective. In addition, the defensive strategy may not work as
intended.
Investment Restrictions
The Fund has adopted the following
policies which cannot be changed without the approval of a “majority of its outstanding voting securities” as such term is defined by the 1940 Act. Under the 1940 Act, the vote of a “majority
of its outstanding voting securities” means the vote of the lesser of (i) 67% or more of the voting securities present at a meeting at which holders of voting securities representing more than 50% of the
outstanding voting securities are present or represented by proxy, or (ii) more than 50% of the outstanding voting securities. Except for fundamental investment restriction (1), these investment restrictions are
adhered to at the time of purchase or utilization of assets; a subsequent change in circumstances will not be considered to result in a violation of policy.
16
Investment Objective, Principal Investment
Strategies and Principal Risks - continued
The Fund may not:
| (1) | borrow money or issue any senior security except to the extent permitted by the 1940 Act or exemptive orders granted under such Act, or otherwise permitted from time to time by regulatory authority having jurisdiction. |
| (2) | underwrite securities issued by other persons, except that all or any portion of the assets of the Fund may be invested in one or more investment companies, to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act, and except insofar as the Fund may technically be deemed an underwriter under the Securities Act of 1933, as amended, in selling a portfolio security. |
| (3) | issue any senior securities except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act. For purposes of this restriction, collateral arrangements with respect to any type of swap, option, Forward Contracts and Futures Contracts and collateral arrangements with respect to initial and variation margin are not deemed to be the issuance of a senior security. |
| (4) | make loans except to the extent not prohibited by the 1940 Act and exemptive orders granted under such Act. |
| (5) | purchase or sell real estate (excluding securities secured by real estate or interests therein and securities of companies, such as real estate investment trusts, which deal in real estate or interests therein), interests in oil, gas or mineral leases, commodities or commodity contracts (excluding currencies and any type of option, Futures Contracts and Forward Contracts) in the ordinary course of its business. The Fund reserves the freedom of action to hold and to sell real estate, mineral leases, commodities or commodity contracts (including currencies and any type of option, Futures Contracts and Forward Contracts) acquired as a result of the ownership of securities. |
| (6) | purchase any securities of an issuer in a particular industry if as a result 25% or more of its total assets (taken at market value at the time of purchase) would be invested in securities of issuers whose principal business activities are in the same industry. |
For purposes of investment
restriction (5), investments in certain types of derivative instruments whose value is related to commodities or commodity contracts, including swaps and structured notes, are not considered commodities or commodity
contracts.
For purposes of fundamental
investment restriction (6), investments in securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities and tax-exempt obligations issued or guaranteed by a U.S. territory or possession,
a state or local government, or a political subdivision of any of the foregoing, are not considered an investment in any particular industry.
For purposes of fundamental
investment restriction (6), investments in other investment companies are not considered an investment in any particular industry and portfolio securities held by an underlying fund in which the Fund may invest are
not considered to be securities purchased by the Fund.
For purposes of fundamental
investment restriction (6), MFS uses a customized set of industry groups for classifying securities based on classifications developed by third party providers.
17
Portfolio Managers' Profiles
| Portfolio Manager | Primary Role | Since | Title and Five Year History |
| Geoffrey Schechter | Lead and U.S. Government Securities Portfolio Manager | 2006 | Investment Officer of MFS; employed in the investment management area of MFS since 1993. |
| Neeraj Arora | Emerging Markets Debt Instruments Portfolio Manager | 2021 | Investment Officer of MFS; employed in the investment management area of MFS since 2011. |
| Alexander Mackey | Investment Grade Debt Instruments Portfolio Manager | 2021 | Investment Officer of MFS; employed in the investment management area of MFS since 2001. |
| Jake Stone | U.S. Government Securities Portfolio Manager | May 2023 | Investment Officer of MFS; employed in the investment management area of MFS since July 2018; Vice President, Wellington Management Company, LLP prior to 2018. |
The following information in this
annual report is a summary of certain changes since November 30, 2022. This information may not reflect all of the changes that have occurred since you purchased this fund.
On May 31, 2023, Jake Stone was
added as a Portfolio Manager of the fund.
18
Dividend Reinvestment And Cash Purchase Plan
The fund offers a Dividend
Reinvestment and Cash Purchase Plan (the “Plan”) that allows common shareholders to reinvest either all of the distributions paid by the fund or only the long-term capital gains. Generally, purchases are
made at the market price unless that price exceeds the net asset value (the shares are trading at a premium). If the shares are trading at a premium, the fund will issue shares at a price of either the net asset value
or 95% of the market price, whichever is greater. You can also buy shares on a quarterly basis in any amount $100 and over. Computershare Trust Company, N.A. (the Transfer Agent for the fund) (the “Plan
Agent”) will purchase shares under the Plan on the 15th of January, April, July, and October or shortly thereafter. You may obtain a copy of the Plan by contacting the Plan Agent at 1-800-637-2304 any business
day from 9 a.m. to 5 p.m. Eastern time or by visiting the Plan Agent's Web site at www.computershare.com/investor.
If shares are registered in your own
name, new shareholders will automatically participate in the Plan, unless you have indicated that you do not wish to participate. If your shares are in the name of a brokerage firm, bank, or other nominee, you can ask
the firm or nominee to participate in the Plan on your behalf. If the nominee does not offer the Plan, you may wish to request that your shares be re-registered in your own name so that you can participate. There is
no service charge to reinvest distributions, nor are there brokerage charges for shares issued directly by the fund. However, when shares are bought on the New York Stock Exchange or otherwise on the open market, each
participant pays a pro rata share of the transaction expenses, including commissions. The tax status of dividends and capital gain distributions does not change whether received in cash or reinvested in additional
shares – the automatic reinvestment of distributions does not relieve you of any income tax that may be payable (or required to be withheld) on the distributions.
If your shares are held directly
with the Plan Agent, you may withdraw from the Plan at any time by contacting the Plan Agent. Please have available the name of the fund and your account number. For certain types of registrations, such as corporate
accounts, instructions must be submitted in writing. Please call for additional details. When you withdraw from the Plan, you can receive the value of the reinvested shares in one of three ways: your full shares will
be held in your account, the Plan Agent will sell your shares and send the proceeds to you, or you may transfer your full shares to your investment professional who can hold or sell them. Additionally, the Plan Agent
will sell your fractional shares and send the proceeds to you.
If you have any questions, contact
the Plan Agent by calling 1-800-637-2304, visit the Plan Agent’s Web site at www.computershare.com/investor, or by writing to the Plan Agent at P.O. Box 43078, Providence, RI 02940-3078.
19
Portfolio of Investments
11/30/23
The Portfolio of Investments is a
complete list of all securities owned by your fund. It is categorized by broad-based asset classes.
| Issuer | Shares/Par | Value ($) | ||
| Bonds – 101.5% | ||||
| U.S. Bonds – 96.2% | ||||
| Asset-Backed & Securitized – 6.1% | ||||
| 3650R Commercial Mortgage Trust, 2021-PF1, “XA”, 1.131%, 11/15/2054 (i) | $ | 1,167,272 | $57,322 | |
| ACREC 2021-FL1 Ltd., “AS”, FLR, 6.944% ((SOFR - 1mo. + 0.11448%) + 1.5%), 10/16/2036 (n) | 323,500 | 313,902 | ||
| Arbor Realty Trust, Inc., CLO, 2021-FL1, “B”, FLR, 6.937% ((SOFR - 1mo. + 0.11448%) + 1.5%), 12/15/2035 (n) | 175,500 | 170,422 | ||
| Arbor Realty Trust, Inc., CLO, 2021-FL3, “AS”, FLR, 6.837% ((SOFR - 1mo. + 0.11448%) + 1.4%), 8/15/2034 (n) | 374,500 | 363,405 | ||
| AREIT 2022-CRE6 Trust, “AS”, FLR, 6.975% (SOFR - 30 day + 1.65%), 1/20/2037 (n) | 512,000 | 498,969 | ||
| ARI Fleet Lease Trust, 2023-B, “A2”, 6.05%, 7/15/2032 (n) | 100,000 | 100,400 | ||
| BBCMS Mortgage Trust, 2021-C10, “XA”, 1.41%, 7/15/2054 (i) | 1,171,161 | 72,618 | ||
| BBCMS Mortgage Trust, 2021-C9, “XA”, 1.734%, 2/15/2054 (i) | 979,564 | 79,654 | ||
| BBCMS Mortgage Trust, 2022-C18, “XA”, 0.638%, 12/15/2055 (i) | 1,231,363 | 44,493 | ||
| Benchmark 2021-B23 Mortgage Trust, “XA”, 1.374%, 2/15/2054 (i) | 1,970,679 | 119,321 | ||
| Benchmark 2021-B24 Mortgage Trust, “XA”, 1.264%, 3/15/2054 (i) | 1,168,691 | 62,264 | ||
| Benchmark 2021-B26 Mortgage Trust, “XA”, 0.996%, 6/15/2054 (i) | 1,595,664 | 70,204 | ||
| Benchmark 2021-B27 Mortgage Trust, “XA”, 1.377%, 7/15/2054 (i) | 1,451,114 | 89,375 | ||
| Benchmark 2021-B28 Mortgage Trust, “XA”, 1.386%, 8/15/2054 (i) | 2,195,361 | 144,072 | ||
| Benchmark 2021-B29 Mortgage Trust, “XA”, 1.144%, 9/15/2054 (i) | 1,882,951 | 94,566 | ||
| BSPDF 2021-FL1 Issuer Ltd., “A”, FLR, 6.637% ((SOFR - 1mo. + 0.11448%) + 1.2%), 10/15/2036 (n) | 200,494 | 197,684 | ||
| BSPDF 2021-FL1 Issuer Ltd., “AS”, FLR, 6.917% ((SOFR - 1mo. + 0.11448%) + 1.48%), 10/15/2036 (n) | 253,500 | 242,612 | ||
| BXMT 2021-FL4 Ltd., “AS”, FLR, 6.744% ((SOFR - 1mo. + 0.11448%) + 1.3%), 5/15/2038 (n) | 345,000 | 318,065 | ||
| Capital Automotive, 2020-1A, “A4”, REIT, 3.19%, 2/15/2050 (n) | 98,771 | 93,962 | ||
| Chesapeake Funding II LLC, 2023-2A, “A2”, FLR, 6.424% (SOFR - 1mo. + 1.1%), 10/15/2035 (n) | 350,299 | 350,040 | ||
| Citigroup Commercial Mortgage Trust, 2019-XA, “C7”, 0.987%, 12/15/2072 (i)(n) | 1,415,823 | 54,730 | ||
| Commercial Mortgage Pass-Through Certificates, 2021-BN31, “XA”, 1.423%, 2/15/2054 (i) | 1,510,168 | 101,957 | ||
| Commercial Mortgage Pass-Through Certificates, 2021-BN32, “XA”, 0.883%, 4/15/2054 (i) | 994,283 | 38,256 | ||
| Commercial Mortgage Pass-Through Certificates, 2021-BN35, “XA”, 1.146%, 6/15/2064 (i) | 989,603 | 53,374 | ||
| Dell Equipment Finance Trust, 2023-1, “A2”, 5.65%, 9/22/2028 (n) | 271,000 | 270,407 | ||
| Dell Equipment Finance Trust, 2023-3, “A2”, 6.1%, 4/23/2029 (n) | 100,000 | 100,252 | ||
20
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| Asset-Backed & Securitized – continued | ||||
| GLS Auto Select Receivables Trust, 2023-2A, 6.37%, 6/15/2028 (n) | $ | 115,000 | $115,399 | |
| LAD Auto Receivables Trust, 2022-1A, “A”, 5.21%, 6/15/2027 (n) | 67,115 | 66,724 | ||
| LoanCore 2021-CRE5 Ltd., “AS”, FLR, 7.187% ((SOFR - 1mo. + 0.11448%) + 1.75%), 7/15/2036 (n) | 283,500 | 277,428 | ||
| LoanCore 2021-CRE6 Ltd., “AS”, FLR, 7.087% ((SOFR - 1mo. + 0.11448%) + 1.65%), 11/15/2038 (n) | 500,000 | 486,784 | ||
| MF1 2021-FL5 Ltd., “AS”, FLR, 6.644% ((SOFR - 1mo. + 0.11448%) + 1.2%), 7/15/2036 (n) | 173,500 | 169,649 | ||
| MF1 2021-FL5 Ltd., “B”, FLR, 6.894% ((SOFR - 1mo. + 0.11448%) + 1.45%), 7/15/2036 (n) | 279,500 | 272,141 | ||
| Morgan Stanley Capital I Trust, 2018-H4, “XA”, 0.981%, 12/15/2051 (i) | 1,517,401 | 49,737 | ||
| Morgan Stanley Capital I Trust, 2021-L5, “XA”, 1.414%, 5/15/2054 (i) | 735,102 | 44,964 | ||
| Morgan Stanley Capital I Trust, 2021-L6, “XA”, 1.325%, 6/15/2054 (i) | 1,130,845 | 62,697 | ||
| Morgan Stanley Capital I Trust, 2021-L7, “XA”, 1.208%, 10/15/2054 (i) | 3,352,630 | 177,550 | ||
| Navistar Financial Dealer Note Master Owner Trust, 2023-1, “A”, 6.18%, 8/25/2028 (n) | 121,000 | 121,297 | ||
| Navistar Financial Dealer Note Master Owner Trust, 2023-1, “B”, 6.48%, 8/25/2028 (n) | 50,000 | 50,133 | ||
| PFP III 2021-7 Ltd., “AS”, FLR, 6.594% ((SOFR - 1mo. + 0.114%) + 1.15%), 4/14/2038 (n) | 253,183 | 250,034 | ||
| PFS Financing Corp., 2023-C, “B”, 5.91%, 10/15/2028 (n) | 63,000 | 62,507 | ||
| ReadyCap Commercial Mortgage Trust, 2021-FL7, “A”, FLR, 6.657% ((SOFR - 1mo. + 0.11448%) + 1.2%), 11/25/2036 (z) | 158,254 | 156,253 | ||
| Wells Fargo Commercial Mortgage Trust, 2018-C48, “XA”, 1.105%, 1/15/2052 (i)(n) | 856,839 | 30,992 | ||
| $6,496,615 | ||||
| Broadcasting – 0.9% | ||||
| Discovery Communications LLC, 4.65%, 5/15/2050 | $ | 229,000 | $172,928 | |
| Walt Disney Co., 3.5%, 5/13/2040 | 612,000 | 492,889 | ||
| WarnerMedia Holdings, Inc., 4.279%, 3/15/2032 | 379,000 | 334,340 | ||
| $1,000,157 | ||||
| Cable TV – 0.3% | ||||
| Charter Communications Operating LLC/Charter Communications Operating Capital Corp., 4.908%, 7/23/2025 | $ | 242,000 | $238,029 | |
| Time Warner Cable, Inc., 4.5%, 9/15/2042 | 100,000 | 74,002 | ||
| $312,031 | ||||
21
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| Consumer Products – 0.2% | ||||
| Haleon US Capital LLC, 3.625%, 3/24/2032 | $ | 250,000 | $220,279 | |
| Consumer Services – 0.1% | ||||
| Conservation Fund, 3.474%, 12/15/2029 | $ | 159,000 | $136,809 | |
| Electrical Equipment – 0.2% | ||||
| Arrow Electronics, Inc., 6.125%, 3/01/2026 | $ | 171,000 | $170,763 | |
| Electronics – 0.5% | ||||
| Broadcom, Inc., 3.187%, 11/15/2036 (n) | $ | 750,000 | $573,056 | |
| Food & Beverages – 2.2% | ||||
| Constellation Brands, Inc., 4.65%, 11/15/2028 | $ | 1,500,000 | $1,466,348 | |
| JBS USA Lux S.A./JBS USA Food Co./JBS USA Finance, Inc., 3%, 2/02/2029 | 488,000 | 417,164 | ||
| Keurig Dr Pepper, Inc., 3.8%, 5/01/2050 | 650,000 | 482,719 | ||
| Tyson Foods, Inc., 5.15%, 8/15/2044 | 38,000 | 32,675 | ||
| $2,398,906 | ||||
| Industrial – 0.1% | ||||
| Howard University, Washington D.C., AGM, 2.516%, 10/01/2025 | $ | 42,000 | $39,598 | |
| Insurance – 0.4% | ||||
| Corebridge Financial, Inc., 3.85%, 4/05/2029 | $ | 500,000 | $457,793 | |
| Insurance - Health – 0.8% | ||||
| Humana, Inc., 3.7%, 3/23/2029 | $ | 167,000 | $156,157 | |
| UnitedHealth Group, Inc., 4.625%, 7/15/2035 | 672,000 | 645,660 | ||
| $801,817 | ||||
| Insurance - Property & Casualty – 0.1% | ||||
| Liberty Mutual Group, Inc., 3.951%, 10/15/2050 (n) | $ | 99,000 | $69,350 | |
| Major Banks – 2.0% | ||||
| Bank of America Corp., 2.687% to 4/22/2031, FLR (SOFR - 1 day + 1.32%) to 4/22/2032 | $ | 750,000 | $609,315 | |
| JPMorgan Chase & Co., 2.58% to 4/22/2031, FLR (SOFR - 1 day + 1.25%) to 4/22/2032 | 750,000 | 612,988 | ||
| JPMorgan Chase & Co., 3.109% to 4/22/2050, FLR (SOFR - 1 day + 2.44%) to 4/22/2051 | 485,000 | 325,406 | ||
| Morgan Stanley, 3.622% to 4/01/2030, FLR (SOFR - 1 day + 3.12%) to 4/01/2031 | 588,000 | 521,831 | ||
22
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| Major Banks – continued | ||||
| State Street Corp., 3.152% to 3/30/2030, FLR (SOFR + 2.65%) to 3/30/2031 | $ | 138,000 | $120,563 | |
| $2,190,103 | ||||
| Medical & Health Technology & Services – 1.0% | ||||
| Becton, Dickinson and Co., 4.685%, 12/15/2044 | $ | 123,000 | $107,296 | |
| Laboratory Corp. of America Holdings, 4.7%, 2/01/2045 | 106,000 | 90,964 | ||
| Montefiore Obligated Group, AGM, 5.246%, 11/01/2048 | 614,000 | 543,426 | ||
| ProMedica Toledo Hospital, “B”, AGM, 5.325%, 11/15/2028 | 170,000 | 166,096 | ||
| ProMedica Toledo Hospital, “B”, AGM, 5.75%, 11/15/2038 | 175,000 | 170,930 | ||
| $1,078,712 | ||||
| Midstream – 0.1% | ||||
| Targa Resources Corp., 4.95%, 4/15/2052 | $ | 109,000 | $89,417 | |
| Mortgage-Backed – 40.9% | ||||
| Fannie Mae, 3%, 11/01/2028 - 5/25/2053 | $ | 1,960,420 | $1,770,789 | |
| Fannie Mae, 6.5%, 5/01/2031 - 1/01/2037 | 154,033 | 158,831 | ||
| Fannie Mae, 2.5%, 11/01/2031 - 10/01/2046 | 208,957 | 184,823 | ||
| Fannie Mae, 3.5%, 12/25/2031 - 2/25/2036 (i) | 62,955 | 5,537 | ||
| Fannie Mae, 2%, 1/25/2033 - 4/25/2046 | 136,961 | 124,033 | ||
| Fannie Mae, 3%, 2/25/2033 (i) | 96,372 | 8,134 | ||
| Fannie Mae, 3.5%, 8/15/2033 - 6/25/2048 | 1,443,006 | 1,308,567 | ||
| Fannie Mae, 5.5%, 10/01/2033 - 3/01/2038 | 875,695 | 888,881 | ||
| Fannie Mae, 6%, 8/01/2034 - 7/01/2037 | 252,625 | 259,566 | ||
| Fannie Mae, 5%, 6/01/2035 - 3/01/2042 | 216,258 | 214,947 | ||
| Fannie Mae, 4%, 9/01/2040 - 7/01/2047 | 1,870,999 | 1,752,960 | ||
| Fannie Mae, 4.5%, 2/01/2041 - 11/01/2042 | 348,274 | 336,542 | ||
| Fannie Mae, 2.25%, 4/25/2041 | 75,524 | 68,671 | ||
| Fannie Mae, 1.75%, 9/25/2041 - 10/25/2041 | 265,854 | 242,796 | ||
| Fannie Mae, 2.75%, 9/25/2042 | 78,107 | 71,873 | ||
| Fannie Mae, 5.743%, 12/25/2045 | 15,478 | 14,876 | ||
| Fannie Mae, UMBS, 2%, 10/01/2036 - 3/01/2052 | 6,791,219 | 5,473,374 | ||
| Fannie Mae, UMBS, 2.5%, 7/01/2037 - 7/01/2052 | 5,138,796 | 4,211,274 | ||
| Fannie Mae, UMBS, 5.5%, 8/01/2038 - 11/01/2052 | 393,694 | 389,833 | ||
| Fannie Mae, UMBS, 1.5%, 3/01/2051 | 121,064 | 89,435 | ||
| Fannie Mae, UMBS, 3%, 6/01/2051 - 8/01/2053 | 1,493,679 | 1,266,641 | ||
| Fannie Mae, UMBS, 4%, 8/01/2051 | 100,000 | 92,333 | ||
| Fannie Mae, UMBS, 3.5%, 5/01/2052 | 70,227 | 61,861 | ||
| Fannie Mae, UMBS, 4.5%, 9/01/2052 | 88,909 | 83,858 | ||
| Fannie Mae, UMBS, 6%, 12/01/2052 - 2/01/2053 | 206,517 | 209,203 | ||
| Freddie Mac, 1.048%, 4/25/2024 (i) | 2,561,121 | 4,094 | ||
23
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| Mortgage-Backed – continued | ||||
| Freddie Mac, 0.729%, 7/25/2024 (i) | $ | 3,297,677 | $7,952 | |
| Freddie Mac, 3.064%, 8/25/2024 | 416,067 | 408,496 | ||
| Freddie Mac, 4.5%, 9/01/2024 - 5/01/2042 | 238,322 | 230,688 | ||
| Freddie Mac, 2.67%, 12/25/2024 | 827,000 | 804,617 | ||
| Freddie Mac, 1.48%, 3/25/2027 (i) | 391,000 | 15,571 | ||
| Freddie Mac, 0.705%, 7/25/2027 (i) | 8,271,972 | 143,203 | ||
| Freddie Mac, 0.55%, 8/25/2027 (i) | 6,404,183 | 86,527 | ||
| Freddie Mac, 0.431%, 1/25/2028 (i) | 11,414,686 | 128,943 | ||
| Freddie Mac, 0.436%, 1/25/2028 (i) | 4,904,016 | 57,165 | ||
| Freddie Mac, 0.27%, 2/25/2028 (i) | 13,839,283 | 80,911 | ||
| Freddie Mac, 0.263%, 4/25/2028 (i) | 8,921,380 | 50,367 | ||
| Freddie Mac, 3%, 6/15/2028 - 2/25/2059 | 1,665,565 | 1,467,498 | ||
| Freddie Mac, 3.5%, 6/15/2028 - 10/25/2058 | 2,150,438 | 1,960,143 | ||
| Freddie Mac, 1.22%, 7/25/2029 (i) | 1,254,145 | 62,168 | ||
| Freddie Mac, 1.266%, 8/25/2029 (i) | 2,536,520 | 132,624 | ||
| Freddie Mac, 1.915%, 4/25/2030 (i) | 600,527 | 57,066 | ||
| Freddie Mac, 1.985%, 4/25/2030 (i) | 1,277,474 | 122,876 | ||
| Freddie Mac, 1.769%, 5/25/2030 (i) | 612,877 | 54,204 | ||
| Freddie Mac, 1.906%, 5/25/2030 (i) | 1,389,954 | 131,092 | ||
| Freddie Mac, 1.435%, 6/25/2030 (i) | 559,633 | 40,637 | ||
| Freddie Mac, 1.704%, 8/25/2030 (i) | 633,757 | 55,544 | ||
| Freddie Mac, 1.263%, 9/25/2030 (i) | 314,905 | 20,526 | ||
| Freddie Mac, 1.172%, 11/25/2030 (i) | 789,331 | 48,346 | ||
| Freddie Mac, 0.419%, 1/25/2031 (i) | 2,856,674 | 50,455 | ||
| Freddie Mac, 0.872%, 1/25/2031 (i) | 873,865 | 39,997 | ||
| Freddie Mac, 1.026%, 1/25/2031 (i) | 663,744 | 36,051 | ||
| Freddie Mac, 0.611%, 3/25/2031 (i) | 2,267,934 | 65,847 | ||
| Freddie Mac, 0.828%, 3/25/2031 (i) | 973,113 | 43,195 | ||
| Freddie Mac, 1.325%, 5/25/2031 (i) | 399,402 | 29,062 | ||
| Freddie Mac, 1.039%, 7/25/2031 (i) | 489,989 | 28,415 | ||
| Freddie Mac, 0.632%, 9/25/2031 (i) | 2,619,786 | 91,035 | ||
| Freddie Mac, 0.955%, 9/25/2031 (i) | 2,591,485 | 136,625 | ||
| Freddie Mac, 0.441%, 11/25/2031 (i) | 3,899,181 | 90,479 | ||
| Freddie Mac, 0.596%, 12/25/2031 (i) | 3,898,081 | 124,737 | ||
| Freddie Mac, 0.665%, 12/25/2031 (i) | 644,718 | 23,082 | ||
| Freddie Mac, 0.299%, 8/25/2033 (i) | 2,899,969 | 41,805 | ||
| Freddie Mac, 6%, 5/01/2035 - 10/01/2038 | 138,818 | 143,386 | ||
| Freddie Mac, 5.5%, 8/01/2035 - 6/01/2036 | 159,155 | 161,786 | ||
| Freddie Mac, 5%, 2/15/2036 - 12/01/2044 | 600,122 | 598,856 | ||
| Freddie Mac, 5.5%, 2/15/2036 (i) | 24,690 | 3,822 | ||
| Freddie Mac, 6.5%, 5/01/2037 | 29,702 | 31,136 | ||
| Freddie Mac, 4%, 8/01/2037 - 4/01/2044 | 157,715 | 148,342 | ||
24
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| Mortgage-Backed – continued | ||||
| Freddie Mac, 4.5%, 12/15/2040 (i) | $ | 5,221 | $421 | |
| Freddie Mac, 3.25%, 11/25/2061 | 359,883 | 310,862 | ||
| Freddie Mac Multi-Family Structured Pass-Through Certificates K-511, “A2”, 4.86%, 10/25/2028 | 52,609 | 52,464 | ||
| Freddie Mac, UMBS, 2.5%, 4/01/2037 - 9/01/2052 | 2,544,754 | 2,078,450 | ||
| Freddie Mac, UMBS, 2%, 2/01/2042 - 3/01/2052 | 2,575,466 | 2,017,773 | ||
| Freddie Mac, UMBS, 1.5%, 6/01/2051 | 439,331 | 324,422 | ||
| Freddie Mac, UMBS, 3.5%, 8/01/2051 - 5/01/2052 | 134,573 | 119,021 | ||
| Freddie Mac, UMBS, 3%, 1/01/2052 - 6/01/2052 | 401,579 | 339,793 | ||
| Freddie Mac, UMBS, 4%, 5/01/2052 | 181,132 | 165,871 | ||
| Freddie Mac, UMBS, 5%, 7/01/2052 | 368,594 | 355,775 | ||
| Freddie Mac, UMBS, 5.5%, 4/01/2053 | 71,976 | 71,567 | ||
| Ginnie Mae, 5.5%, 7/15/2033 - 7/20/2053 | 894,487 | 890,794 | ||
| Ginnie Mae, 5.676%, 8/20/2034 | 65,893 | 66,627 | ||
| Ginnie Mae, 4%, 5/16/2039 - 8/20/2052 | 303,072 | 283,690 | ||
| Ginnie Mae, 4.5%, 9/20/2041 - 9/20/2052 | 931,768 | 884,418 | ||
| Ginnie Mae, 3.5%, 10/20/2041 (i) | 26,024 | 916 | ||
| Ginnie Mae, 3.5%, 4/15/2042 - 10/20/2052 | 749,990 | 682,524 | ||
| Ginnie Mae, 2.5%, 6/20/2042 - 8/20/2052 | 2,199,695 | 1,837,078 | ||
| Ginnie Mae, 4%, 8/16/2042 (i) | 39,360 | 5,692 | ||
| Ginnie Mae, 2.25%, 9/20/2043 | 17,931 | 17,003 | ||
| Ginnie Mae, 3%, 4/20/2045 - 6/20/2052 | 1,879,199 | 1,633,261 | ||
| Ginnie Mae, 2%, 1/20/2052 - 5/20/2052 | 925,397 | 746,661 | ||
| Ginnie Mae, 5%, 1/20/2053 - 10/20/2053 | 1,058,063 | 1,028,436 | ||
| Ginnie Mae, 0.584%, 2/16/2059 (i) | 171,872 | 5,826 | ||
| Ginnie Mae, TBA, 6.5%, 12/15/2053 - 1/15/2054 | 475,000 | 482,894 | ||
| Ginnie Mae, TBA, 3.5%, 12/20/2053 | 625,000 | 558,628 | ||
| UMBS, TBA, 2.5%, 12/13/2053 | 362,662 | 293,586 | ||
| UMBS, TBA, 5%, 12/13/2053 | 325,000 | 312,735 | ||
| UMBS, TBA, 5.5%, 12/13/2053 | 575,000 | 566,549 | ||
| UMBS, TBA, 6.5%, 12/13/2053 | 300,000 | 304,734 | ||
| UMBS, TBA, 6%, 12/25/2053 | 200,000 | 200,555 | ||
| $43,988,035 | ||||
| Municipals – 2.5% | ||||
| Bridgeview, IL, Stadium and Redevelopment Projects, Taxable, AAC, 5.06%, 12/01/2025 | $ | 345,000 | $340,104 | |
| Chicago, IL, General Obligation, Taxable, “C”, AGM, 6.207%, 1/01/2036 | 615,000 | 623,846 | ||
| Golden State, CA, Tobacco Securitization Corp., Tobacco Settlement Rev., Taxable, “B”, 3%, 6/01/2046 | 155,000 | 139,153 | ||
25
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| Municipals – continued | ||||
| Guam International Airport Authority Rev., Taxable (A.B. Won Pat Airport), “A”, 4.46%, 10/01/2043 | $ | 5,000 | $3,606 | |
| Illinois Sales Tax Securitization Corp., Second Lien, Taxable, “B”, BAM, 3.411%, 1/01/2043 | 240,000 | 180,092 | ||
| Massachusetts Educational Financing Authority, Education Loan Rev., Taxable, Issue M, “A”, 2.641%, 7/01/2037 | 535,000 | 462,408 | ||
| Michigan Finance Authority Tobacco Settlement Asset-Backed Rev., Taxable (2006 Sold Tobacco Receipts), “A-1”, 2.326%, 6/01/2030 | 6,280 | 5,942 | ||
| New Jersey Turnpike Authority Rev., Taxable (Build America Bonds), “F”, 7.414%, 1/01/2040 | 32,000 | 37,897 | ||
| Syracuse, NY, Industrial Development Agency PILOT Rev., Taxable (Carousel Center Project), “B”, 5%, 1/01/2036 (n) | 1,215,000 | 899,200 | ||
| $2,692,248 | ||||
| Telecommunications - Wireless – 0.5% | ||||
| T-Mobile USA, Inc., 4.375%, 4/15/2040 | $ | 650,000 | $555,514 | |
| U.S. Government Agencies and Equivalents – 0.3% | ||||
| Small Business Administration, 5.52%, 6/01/2024 | $ | 4,690 | $4,682 | |
| Small Business Administration, 2.21%, 2/01/2033 | 61,597 | 55,843 | ||
| Small Business Administration, 2.22%, 3/01/2033 | 89,234 | 80,705 | ||
| Small Business Administration, 3.15%, 7/01/2033 | 81,650 | 76,172 | ||
| Small Business Administration, 3.62%, 9/01/2033 | 74,276 | 70,271 | ||
| $287,673 | ||||
| U.S. Treasury Obligations – 35.6% | ||||
| U.S. Treasury Bonds, 2.25%, 2/15/2027 | $ | 1,921,000 | $1,796,885 | |
| U.S. Treasury Bonds, 5.25%, 2/15/2029 | 48,000 | 49,952 | ||
| U.S. Treasury Bonds, 0.625%, 5/15/2030 | 800,000 | 632,906 | ||
| U.S. Treasury Bonds, 4.75%, 2/15/2037 | 336,000 | 348,849 | ||
| U.S. Treasury Bonds, 4.375%, 2/15/2038 | 1,109,000 | 1,098,733 | ||
| U.S. Treasury Bonds, 4.5%, 8/15/2039 (f) | 4,503,100 | 4,462,115 | ||
| U.S. Treasury Bonds, 3.125%, 2/15/2043 | 453,700 | 361,666 | ||
| U.S. Treasury Bonds, 2.875%, 5/15/2043 | 1,697,100 | 1,296,558 | ||
| U.S. Treasury Bonds, 2.5%, 2/15/2045 | 4,017,000 | 2,817,392 | ||
| U.S. Treasury Bonds, 2.875%, 11/15/2046 | 3,470,000 | 2,572,138 | ||
| U.S. Treasury Bonds, 2.375%, 5/15/2051 | 638,000 | 419,136 | ||
| U.S. Treasury Notes, 2.75%, 2/15/2024 | 577,000 | 573,912 | ||
| U.S. Treasury Notes, 2.5%, 5/15/2024 | 705,000 | 696,105 | ||
| U.S. Treasury Notes, 4.125%, 1/31/2025 | 232,000 | 229,435 | ||
| U.S. Treasury Notes, 3.875%, 4/30/2025 | 2,507,000 | 2,469,591 | ||
| U.S. Treasury Notes, 4.25%, 5/31/2025 | 1,898,000 | 1,879,687 | ||
26
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| U.S. Bonds – continued | ||||
| U.S. Treasury Obligations – continued | ||||
| U.S. Treasury Notes, 2.875%, 7/31/2025 | $ | 4,700,000 | $4,552,758 | |
| U.S. Treasury Notes, 5%, 9/30/2025 | 2,097,000 | 2,104,700 | ||
| U.S. Treasury Notes, 0.75%, 5/31/2026 | 567,700 | 517,317 | ||
| U.S. Treasury Notes, 0.875%, 6/30/2026 | 678,600 | 619,541 | ||
| U.S. Treasury Notes, 2%, 11/15/2026 | 6,071,000 | 5,660,970 | ||
| U.S. Treasury Notes, 4%, 2/29/2028 | 3,068,000 | 3,025,815 | ||
| U.S. Treasury Notes, 3.25%, 5/15/2042 | 165,000 | 135,068 | ||
| $38,321,229 | ||||
| Utilities - Electric Power – 1.4% | ||||
| FirstEnergy Corp., 4.15%, 7/15/2027 | $ | 694,000 | $660,214 | |
| Pacific Gas & Electric Co., 5.45%, 6/15/2027 | 357,000 | 352,209 | ||
| Vistra Operations Co. LLC, 4.875%, 5/13/2024 (n) | 500,000 | 496,472 | ||
| $1,508,895 | ||||
| Total U.S. Bonds | $103,389,000 | |||
| Foreign Bonds – 5.3% | ||||
| Australia – 0.0% | ||||
| APA Infrastructure Ltd., 4.25%, 7/15/2027 (n) | $ | 16,000 | $15,262 | |
| Bermuda – 0.3% | ||||
| Government of Bermuda, 5%, 7/15/2032 (n) | $ | 400,000 | $378,400 | |
| Chile – 0.7% | ||||
| Banco del Estado de Chile, 2.704%, 1/09/2025 (n) | $ | 241,000 | $231,979 | |
| Chile Electricity Lux MPC S.à r.l., 6.01%, 1/20/2033 (n) | 200,000 | 200,800 | ||
| Corporación Nacional del Cobre de Chile, 5.95%, 1/08/2034 (n) | 200,000 | 195,835 | ||
| Republic of Chile, 2.55%, 1/27/2032 | 200,000 | 165,956 | ||
| $794,570 | ||||
| China – 0.4% | ||||
| Tencent Holdings Ltd., 2.88%, 4/22/2031 (n) | $ | 501,000 | $419,410 | |
| India – 0.9% | ||||
| Export-Import Bank of India, 2.25%, 1/13/2031 (n) | $ | 317,000 | $255,333 | |
| Indian Railway Finance Corp., 2.8%, 2/10/2031 (n) | 376,000 | 311,503 | ||
| Power Finance Corp. Ltd. (Republic of India), 5.25%, 8/10/2028 | 370,000 | 364,370 | ||
| $931,206 | ||||
| Indonesia – 0.3% | ||||
| PT Indofood CBP Sukses Makmur Tbk, 4.805%, 4/27/2052 | $ | 416,000 | $318,053 | |
27
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Bonds – continued | ||||
| Foreign Bonds – continued | ||||
| Ireland – 0.3% | ||||
| AerCap Ireland Capital DAC/AerCap Global Aviation Trust, 3.3%, 1/30/2032 | $ | 355,000 | $294,258 | |
| Malaysia – 0.3% | ||||
| Dua Capital Ltd. (Federation of Malaysia), 2.78%, 5/11/2031 | $ | 400,000 | $336,883 | |
| Mexico – 0.4% | ||||
| Comision Federal de Electricidad (United Mexican States), 3.348%, 2/09/2031 (n) | $ | 232,000 | $183,237 | |
| United Mexican States, 4.75%, 4/27/2032 | 324,000 | 301,493 | ||
| $484,730 | ||||
| Philippines – 0.2% | ||||
| Republic of Philippines, 5.5%, 1/17/2048 | $ | 200,000 | $195,993 | |
| Poland – 0.3% | ||||
| Bank Gospodarstwa Krajowego (Republic of Poland), 6.25%, 10/31/2028 (n) | $ | 264,000 | $274,073 | |
| South Korea – 0.2% | ||||
| Export-Import Bank of Korea, 5.125%, 1/11/2033 | $ | 200,000 | $200,796 | |
| United Arab Emirates – 0.2% | ||||
| Abu Dhabi National Energy Co. PJSC, 4.696%, 4/24/2033 (n) | $ | 200,000 | $193,295 | |
| United Kingdom – 0.7% | ||||
| B.A.T. Capital Corp., 4.7%, 4/02/2027 | $ | 600,000 | $585,713 | |
| Imperial Brands Finance PLC, 6.125%, 7/27/2027 (n) | 200,000 | 202,729 | ||
| $788,442 | ||||
| Uruguay – 0.1% | ||||
| Oriental Republic of Uruguay, 5.75%, 10/28/2034 | $ | 96,000 | $100,522 | |
| Total Foreign Bonds | $5,725,893 | |||
| Total Bonds (Identified Cost, $119,701,118) | $109,114,893 | |||
28
Portfolio of Investments –
continued
| Issuer | Shares/Par | Value ($) | ||
| Investment Companies (h) – 1.2% | ||||
| Money Market Funds – 1.2% | ||||
| MFS Institutional Money Market Portfolio, 5.46% (v) (Identified Cost, $1,282,472) | 1,282,380 | $1,282,508 | ||
| Other Assets, Less Liabilities – (2.7)% | (2,862,408) | |||
| Net Assets – 100.0% | $107,534,993 | |||
| (f) | All or a portion of the security has been segregated as collateral for open futures contracts. |
| (h) | An affiliated issuer, which may be considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. At period end, the aggregate values of the fund's investments in affiliated issuers and in unaffiliated issuers were $1,282,508 and $109,114,893, respectively. |
| (i) | Interest only security for which the fund receives interest on notional principal (Par amount). Par amount shown is the notional principal and does not reflect the cost of the security. |
| (n) | Securities exempt from registration under Rule 144A of the Securities Act of 1933. These securities may be sold in the ordinary course of business in transactions exempt from registration, normally to qualified institutional buyers. At period end, the aggregate value of these securities was $9,877,872, representing 9.2% of net assets. |
| (v) | Affiliated issuer that is available only to investment companies managed by MFS. The rate quoted for the MFS Institutional Money Market Portfolio is the annualized seven-day yield of the fund at period end. |
| (z) | Restricted securities are not registered under the Securities Act of 1933 and are subject to legal restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are subsequently registered. Disposal of these securities may involve time-consuming negotiations and prompt sale at an acceptable price may be difficult. The fund holds the following restricted securities: |
| Restricted Securities | Acquisition Date | Cost | Value |
| ReadyCap Commercial Mortgage Trust, 2021-FL7, “A”, FLR, 6.657% ((SOFR - 1mo. + 0.11448%) + 1.2%), 11/25/2036 | 11/12/2021 | $158,254 | $156,253 |
| % of Net assets | 0.1% |
| The following abbreviations are used in this report and are defined: | |
| AAC | Ambac Assurance Corp. |
| AGM | Assured Guaranty Municipal |
| BAM | Build America Mutual |
| CLO | Collateralized Loan Obligation |
| FLR | Floating Rate. Interest rate resets periodically based on the parenthetically disclosed reference rate plus a spread (if any). The period-end rate reported may not be the current rate. All reference rates are USD unless otherwise noted. |
| REIT | Real Estate Investment Trust |
| SOFR | Secured Overnight Financing Rate |
| TBA | To Be Announced |
| UMBS | Uniform Mortgage-Backed Security |
29
Portfolio of Investments –
continued
Derivative Contracts at 11/30/23
| Futures Contracts | ||||||
| Description | Long/ Short | Currency | Contracts | Notional Amount | Expiration Date | Value/Unrealized Appreciation (Depreciation) |
| Asset Derivatives | ||||||
| Interest Rate Futures | ||||||
| U.S. Treasury Note 10 yr | Long | USD | 152 | $16,689,125 | March - 2024 | $98,241 |
| U.S. Treasury Note 2 yr | Long | USD | 12 | 2,453,531 | March - 2024 | 7,875 |
| U.S. Treasury Ultra Bond 30 yr | Long | USD | 25 | 3,075,000 | March - 2024 | 43,808 |
| $149,924 | ||||||
| Liability Derivatives | ||||||
| Interest Rate Futures | ||||||
| U.S. Treasury Bond 30 yr | Short | USD | 52 | $6,054,750 | March - 2024 | $(72,878) |
| U.S. Treasury Note 5 yr | Short | USD | 15 | 1,602,773 | March - 2024 | (9,096) |
| U.S. Treasury Ultra Note 10 yr | Short | USD | 23 | 2,610,859 | March - 2024 | (18,057) |
| $(100,031) | ||||||
At November 30, 2023, the fund had
liquid securities with an aggregate value of $305,197 to cover any collateral or margin obligations for certain derivative contracts.
See Notes to Financial Statements
30
Financial Statements
Statement of Assets and
Liabilities
At 11/30/23
This statement represents your
fund’s balance sheet, which details the assets and liabilities comprising the total value of the fund.
| Assets | |
| Investments in unaffiliated issuers, at value (identified cost, $119,701,118) | $109,114,893 |
| Investments in affiliated issuers, at value (identified cost, $1,282,472) | 1,282,508 |
| Receivables for | |
| Investments sold | 563,207 |
| TBA sale commitments | 2,152,910 |
| Interest | 681,825 |
| Receivable from investment adviser | 1,302 |
| Other assets | 2,705 |
| Total assets | $113,799,350 |
| Liabilities | |
| Payable to custodian | $110 |
| Payables for | |
| Distributions | 37,405 |
| Net daily variation margin on open futures contracts | 40,114 |
| Investments purchased | 1,201,124 |
| TBA purchase commitments | 4,823,608 |
| Payable to affiliates | |
| Administrative services fee | 141 |
| Transfer agent and dividend disbursing costs | 1,518 |
| Payable for independent Trustees' compensation | 11,875 |
| Deferred foreign capital gains tax expense payable | 30,302 |
| Accrued expenses and other liabilities | 118,160 |
| Total liabilities | $6,264,357 |
| Net assets | $107,534,993 |
| Net assets consist of | |
| Paid-in capital | $129,468,702 |
| Total distributable earnings (loss) | (21,933,709) |
| Net assets | $107,534,993 |
| Shares of beneficial interest outstanding | 32,590,193 |
| Net asset value per share (net assets of $107,534,993 / 32,590,193 shares of beneficial interest outstanding) | $3.30 |
See Notes to Financial Statements
31
Financial Statements
Statement of Operations
Year ended 11/30/23
This statement describes how much
your fund earned in investment income and accrued in expenses. It also describes any gains and/or losses generated by fund operations.
| Net investment income (loss) | |
| Income | |
| Interest | $4,146,553 |
| Dividends from affiliated issuers | 48,319 |
| Other | 58 |
| Total investment income | $4,194,930 |
| Expenses | |
| Management fee | $585,420 |
| Transfer agent and dividend disbursing costs | 55,708 |
| Administrative services fee | 26,459 |
| Independent Trustees' compensation | 7,809 |
| Stock exchange fee | 31,738 |
| Custodian fee | 11,574 |
| Shareholder communications | 62,232 |
| Audit and tax fees | 93,021 |
| Legal fees | 3,701 |
| Miscellaneous | 43,591 |
| Total expenses | $921,253 |
| Reduction of expenses by investment adviser | (24,876) |
| Net expenses | $896,377 |
| Net investment income (loss) | $3,298,553 |
| Realized and unrealized gain (loss) | |
| Realized gain (loss) (identified cost basis) | |
| Unaffiliated issuers | $(1,954,825) |
| Affiliated issuers | 200 |
| Futures contracts | (469,015) |
| Forward foreign currency exchange contracts | (825) |
| Net realized gain (loss) | $(2,424,465) |
| Change in unrealized appreciation or depreciation | |
| Unaffiliated issuers (net of $977 increase in deferred foreign capital gains tax) | $(422,912) |
| Affiliated issuers | 45 |
| Futures contracts | 38,864 |
| Forward foreign currency exchange contracts | 825 |
| Net unrealized gain (loss) | $(383,178) |
| Net realized and unrealized gain (loss) | $(2,807,643) |
| Change in net assets from operations | $490,910 |
See Notes to Financial Statements
32
Financial Statements
Statements of Changes in Net
Assets
These statements describe the
increases and/or decreases in net assets resulting from operations, any distributions, and any shareholder transactions.
| Year ended | ||
| 11/30/23 | 11/30/22 | |
| Change in net assets | ||
| From operations | ||
| Net investment income (loss) | $3,298,553 | $1,992,501 |
| Net realized gain (loss) | (2,424,465) | (1,463,317) |
| Net unrealized gain (loss) | (383,178) | (17,922,441) |
| Change in net assets from operations | $490,910 | $(17,393,257) |
| Distributions to shareholders | $(3,465,689) | $(2,164,201) |
| Tax return of capital distributions to shareholders | $(4,684,173) | $(7,122,099) |
| Change in net assets from fund share transactions | $(21,205) | $42,524 |
| Total change in net assets | $(7,680,157) | $(26,637,033) |
| Net assets | ||
| At beginning of period | 115,215,150 | 141,852,183 |
| At end of period | $107,534,993 | $115,215,150 |
See Notes to Financial Statements
33
Financial Statements
Financial Highlights
The financial highlights table is
intended to help you understand the fund's financial performance for the past 5 years. Certain information reflects financial results for a single fund share. The total returns in the table represent the rate that an
investor would have earned (or lost) on an investment in the fund share class (assuming reinvestment of all distributions) held for the entire period.
| Year ended | |||||
| 11/30/23 | 11/30/22 | 11/30/21 | 11/30/20 | 11/30/19 | |
| Net asset value, beginning of period | $3.53 | $4.35 | $4.75 | $4.75 | $4.65 |
| Income (loss) from investment operations | |||||
| Net investment income (loss) (d) | $0.10 | $0.06 | $0.08 | $0.10 | $0.12 |
| Net realized and unrealized gain (loss) | (0.08) | (0.60) | (0.15) | 0.25 | 0.32 |
| Total from investment operations | $0.02 | $(0.54) | $(0.07) | $0.35 | $0.44 |
| Less distributions declared to shareholders | |||||
| From net investment income | $(0.11) | $(0.06) | $(0.09) | $(0.11) | $(0.13) |
| From tax return of capital | (0.14) | (0.22) | (0.24) | (0.24) | (0.21) |
| Total distributions declared to shareholders | $(0.25) | $(0.28) | $(0.33) | $(0.35) | $(0.34) |
| Net increase from repurchase of capital shares | $0.00(w) | $— | $— | $0.00(w) | $— |
| Net asset value, end of period (x) | $3.30 | $3.53 | $4.35 | $4.75 | $4.75 |
| Market value, end of period | $3.08 | $3.39 | $4.27 | $4.64 | $4.56 |
| Total return at market value (%) | (1.85) | (14.23) | (0.84) | 9.64 | 12.76 |
| Total return at net asset value (%) (j)(r)(s)(x) | 0.99 | (12.33) | (1.32) | 7.75 | 10.13 |
| Ratios (%) (to average net assets) and Supplemental data: | |||||
| Expenses before expense reductions | 0.82 | 0.74 | 0.70 | 0.72 | 0.74 |
| Expenses after expense reductions | 0.80 | N/A | N/A | N/A | N/A |
| Net investment income (loss) | 2.95 | 1.59 | 1.78 | 2.19 | 2.45 |
| Portfolio turnover | 90 | 146 | 201 | 142 | 48 |
| Portfolio turnover (excluding TBA transactions) (e) | 36 | — | — | — | — |
| Net assets at end of period (000 omitted) | $107,535 | $115,215 | $141,852 | $154,678 | $154,836 |
See Notes to Financial Statements
34
Financial Highlights – continued
| (d) | Per share data is based on average shares outstanding. |
| (e) | Portfolio turnover rates excluding TBA transactions for periods prior to the year ended November 30, 2023 are not available. Refer to Note 2 for more information on TBA transactions and mortgage dollar rolls. |
| (j) | Total return at net asset value is calculated using the net asset value of the fund, not the publicly traded price and therefore may be different than the total return at market value. |
| (r) | Certain expenses have been reduced without which performance would have been lower. |
| (s) | From time to time the fund may receive proceeds from litigation settlements, without which performance would be lower. |
| (w) | Per share amount was less than $0.01. |
| (x) | The net asset values and total returns at net asset value have been calculated on net assets which include adjustments made in accordance with U.S. generally accepted accounting principles required at period end for financial reporting purposes. |
See Notes to Financial Statements
35
Notes to Financial Statements
(1) Business and
Organization
MFS Government Markets Income Trust
(the fund) is organized as a Massachusetts business trust and is registered under the Investment Company Act of 1940, as amended, as a diversified closed-end management investment company.
The fund is an investment company
and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (FASB) Accounting Standards Codification Topic 946 Financial Services - Investment
Companies.
(2) Significant Accounting
Policies
General — The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets from operations
during the reporting period. Actual results could differ from those estimates. In the preparation of these financial statements, management has evaluated subsequent events occurring after the date of the fund’s
Statement of Assets and Liabilities through the date that the financial statements were issued.
Balance Sheet Offsetting — The fund's accounting policy with respect to balance sheet offsetting is that, absent an event of default by the counterparty or a termination of the agreement, the International
Swaps and Derivatives Association (ISDA) Master Agreement, or similar agreement, does not result in an offset of reported amounts of financial assets and financial liabilities in the Statement of Assets and
Liabilities across transactions between the fund and the applicable counterparty. The fund's right to setoff may be restricted or prohibited by the bankruptcy or insolvency laws of the particular jurisdiction to which
a specific master netting agreement counterparty is subject. Balance sheet offsetting disclosures, to the extent applicable to the fund, have been included in the fund’s Significant Accounting Policies note
under the captions for each of the fund’s in-scope financial instruments and transactions.
Investment Valuations — Subject to its oversight, the fund's Board of Trustees has delegated primary responsibility for determining or causing to be determined the value of the fund’s investments to MFS as
the fund's adviser, pursuant to the fund’s valuation policy and procedures which have been adopted by the adviser and approved by the Board. In accordance with Rule 2a-5 under the Investment Company Act of
1940, the Board of Trustees designated the adviser as the “valuation designee” of the fund. If the adviser, as valuation designee, determines that reliable market quotations are not readily available for
an investment, the investment is valued at fair value as determined in good faith by the adviser in accordance with the adviser’s fair valuation policy and procedures.
Under the fund's valuation policy
and procedures, debt instruments and floating rate loans, including restricted debt instruments, are generally valued at an evaluated or composite bid as provided by a third-party pricing service. Short-term
instruments with a maturity at issuance of 60 days or less may be valued at amortized cost, which approximates market value. Futures contracts are generally valued at last posted settlement price on their primary
exchange as provided by a third-party pricing service. Futures contracts for which there were no trades that day for a particular position are
36
Notes to Financial Statements -
continued
generally valued at the closing bid quotation on
their primary exchange as provided by a third-party pricing service. Forward foreign currency exchange contracts are generally valued at the mean of bid and asked prices for the time period interpolated from rates
provided by a third-party pricing service for proximate time periods. Open-end investment companies are generally valued at net asset value per share. The values of foreign securities and other assets and liabilities
expressed in foreign currencies are converted to U.S. dollars using the mean of bid and asked prices for rates provided by a third-party pricing service.
Under the fund’s valuation
policy and procedures, market quotations are not considered to be readily available for debt instruments, floating rate loans, and many types of derivatives. These investments are generally valued at fair value based
on information from third-party pricing services or otherwise determined by the adviser in accordance with the adviser’s fair valuation policy and procedures. Securities and other assets generally valued on the
basis of information from a third-party pricing service may also be valued at a broker/dealer bid quotation. In determining values, third-party pricing services can utilize both transaction data and market information
such as yield, quality, coupon rate, maturity, type of issue, trading characteristics, spreads and other market data. An investment may also be valued at fair value if the adviser determines that the
investment’s value has been materially affected by events occurring after the close of the exchange or market on which the investment is principally traded (such as foreign exchange or market) and prior to the
determination of the fund’s net asset value, or after the halt of trading of a specific security where trading does not resume prior to the close of the exchange or market on which the security is principally
traded. The adviser generally relies on third-party pricing services or other information (such as the correlation with price movements of similar securities in the same or other markets; the type, cost and investment
characteristics of the security; the business and financial condition of the issuer; and trading and other market data) to assist in determining whether to fair value and at what value to fair value an investment. The
value of an investment for purposes of calculating the fund’s net asset value can differ depending on the source and method used to determine value. When fair valuation is used, the value of an investment used
to determine the fund’s net asset value may differ from quoted or published prices for the same investment. There can be no assurance that the fund could obtain the fair value assigned to an investment if it
were to sell the investment at the same time at which the fund determines its net asset value per share.
Various inputs are used in
determining the value of the fund's assets or liabilities. These inputs are categorized into three broad levels. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value
hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The fund's assessment of the significance of a
particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Level 1 includes unadjusted quoted prices in active markets for identical assets or
liabilities. Level 2 includes other significant observable market-based inputs (including quoted prices for similar securities, interest rates, prepayment speed, and credit risk). Level 3 includes significant
unobservable inputs, which may include the adviser's own assumptions in determining the fair value of investments. Other financial instruments are derivative instruments, such as futures contracts. The following is a
summary of the levels used as of November 30, 2023 in valuing the fund's assets and liabilities:
37
Notes to Financial Statements -
continued
| Financial Instruments | Level 1 | Level 2 | Level 3 | Total |
| U.S. Treasury Bonds & U.S. Government Agencies & Equivalents | $— | $38,608,902 | $— | $38,608,902 |
| Non - U.S. Sovereign Debt | — | 3,890,467 | — | 3,890,467 |
| Municipal Bonds | — | 2,692,248 | — | 2,692,248 |
| U.S. Corporate Bonds | — | 11,603,200 | — | 11,603,200 |
| Residential Mortgage-Backed Securities | — | 43,988,035 | — | 43,988,035 |
| Commercial Mortgage-Backed Securities | — | 3,593,329 | — | 3,593,329 |
| Asset-Backed Securities (including CDOs) | — | 2,903,287 | — | 2,903,287 |
| Foreign Bonds | — | 1,835,425 | — | 1,835,425 |
| Mutual Funds | 1,282,508 | — | — | 1,282,508 |
| Total | $1,282,508 | $109,114,893 | $— | $110,397,401 |
| Other Financial Instruments | ||||
| Futures Contracts – Assets | $149,924 | $— | $— | $149,924 |
| Futures Contracts – Liabilities | (100,031) | — | — | (100,031) |
For further information regarding
security characteristics, see the Portfolio of Investments.
Derivatives — The fund uses derivatives primarily to increase or decrease exposure to a particular market or segment of the market, or security, to increase or decrease interest rate or currency
exposure, or as alternatives to direct investments. Derivatives are used for hedging or non-hedging purposes. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. When the fund uses
derivatives as an investment to increase market exposure, or for hedging purposes, gains and losses from derivative instruments may be substantially greater than the derivative’s original cost.
The derivative instruments used by
the fund during the period were futures contracts and forward foreign currency exchange contracts. Depending on the type of derivative, a fund may exit a derivative position by entering into an offsetting transaction
with a counterparty or exchange, negotiating an agreement with the derivative counterparty, or novating the position to a third party. The fund may be unable to promptly close out a futures position in instances where
the daily fluctuation in the price for that type of future exceeds the daily limit set by the exchange. The fund's period end derivatives, as presented in the Portfolio of Investments and the associated
Derivative Contract tables, generally are indicative of the volume of its derivative activity during the period.
38
Notes to Financial Statements -
continued
The following table presents, by
major type of derivative contract, the fair value, on a gross basis, of the asset and liability components of derivatives held by the fund at November 30, 2023 as reported in the Statement of Assets and
Liabilities:
| Fair Value (a) | |||
| Risk | Derivative Contracts | Asset Derivatives | Liability Derivatives |
| Interest Rate | Futures Contracts | $149,924 | $(100,031) |
| (a) | Values presented in this table for futures contracts correspond to the values reported in the Portfolio of Investments. Only the current day net variation margin for futures contracts is reported separately within the Statement of Assets and Liabilities. |
The following table presents, by
major type of derivative contract, the realized gain (loss) on derivatives held by the fund for the year ended November 30, 2023 as reported in the Statement of Operations:
| Risk | Futures Contracts | Forward Foreign Currency Exchange Contracts |
| Interest Rate | $(469,015) | $— |
| Foreign Exchange | — | (825) |
| Total | $(469,015) | $(825) |
The following table presents, by
major type of derivative contract, the change in unrealized appreciation or depreciation on derivatives held by the fund for the year ended November 30, 2023 as reported in the Statement of Operations:
| Risk | Futures Contracts | Forward Foreign Currency Exchange Contracts |
| Interest Rate | $38,864 | $— |
| Foreign Exchange | — | 825 |
| Total | $38,864 | $825 |
Derivative counterparty credit risk
is managed through formal evaluation of the creditworthiness of all potential counterparties. On certain, but not all, uncleared derivatives, the fund attempts to reduce its exposure to counterparty credit risk
whenever possible by entering into an ISDA Master Agreement on a bilateral basis. The ISDA Master Agreement gives each party to the agreement the right to terminate all transactions traded under such agreement if
there is a specified deterioration in the credit quality of the other party. Upon an event of default or a termination of the ISDA Master Agreement, the non-defaulting party has the right to close out all transactions
traded under such agreement and to net amounts owed under each agreement to one net amount payable by one party to the other. This right to close out and net payments across all transactions traded under the ISDA
Master Agreement could result in a reduction of the fund's credit risk to such counterparty equal to any amounts payable by the fund under the applicable transactions, if any.
39
Notes to Financial Statements -
continued
Collateral and margin requirements
differ by type of derivative. For cleared derivatives (e.g., futures contracts, cleared swaps, and exchange-traded options), margin requirements are set by the clearing broker and the clearing house and collateral, in
the form of cash or securities, is posted by the fund directly with the clearing broker. Collateral terms are counterparty agreement specific for uncleared derivatives (e.g., forward foreign currency exchange
contracts, uncleared swap agreements, and uncleared options) and collateral, in the form of cash and securities, is held in segregated accounts with the fund's custodian in connection with these agreements. For
derivatives traded under an ISDA Master Agreement, which contains a credit support annex, the collateral requirements are netted across all transactions traded under such counterparty-specific agreement and an amount
is posted from one party to the other to collateralize such obligations. Cash that has been segregated or delivered to cover the fund's collateral or margin obligations under derivative contracts, if any, will be
reported separately in the Statement of Assets and Liabilities as restricted cash for uncleared derivatives and/or deposits with brokers for cleared derivatives. Securities pledged as collateral or margin for the same
purpose, if any, are noted in the Portfolio of Investments. The fund may be required to make payments of interest on uncovered collateral or margin obligations with the broker. Any such payments are included in
“Miscellaneous” expense in the Statement of Operations.
Futures Contracts — The fund entered into futures contracts which may be used to hedge against or obtain broad market exposure, interest rate exposure, currency exposure, or to manage duration. A
futures contract represents a commitment for the future purchase or sale of an asset at a specified price on a specified date.
Upon entering into a futures
contract, the fund is required to deposit with the broker, either in cash or securities, an initial margin in an amount equal to a specified percentage of the notional amount of the contract. Subsequent payments
(variation margin) are made or received by the fund each day, depending on the daily fluctuations in the value of the contract, and are recorded for financial statement purposes as unrealized gain or loss by the fund
until the contract is closed or expires at which point the gain or loss on futures contracts is realized.
The fund bears the risk of interest
rates, exchange rates or securities prices moving unexpectedly, in which case, the fund may not achieve the anticipated benefits of the futures contracts and may realize a loss. While futures contracts may present
less counterparty risk to the fund since the contracts are exchange traded and the exchange’s clearinghouse guarantees payments to the broker, there is still counterparty credit risk due to the insolvency of the
broker. The fund’s maximum risk of loss due to counterparty credit risk is equal to the margin posted by the fund to the broker plus any gains or minus any losses on the outstanding futures contracts.
Forward Foreign Currency Exchange
Contracts — The fund entered into forward foreign currency exchange contracts for the purchase or sale of a specific foreign currency at a fixed price on a future date. These contracts may be
used to hedge the fund’s currency risk or for non-hedging purposes. For hedging purposes, the fund may enter into contracts to deliver or receive foreign currency that the fund will receive from or use in its
normal investment activities. The fund may also use contracts to hedge against declines in the value of foreign currency denominated securities due to
40
Notes to Financial Statements -
continued
unfavorable exchange rate movements. For
non-hedging purposes, the fund may enter into contracts with the intent of changing the relative exposure of the fund’s portfolio of securities to different currencies to take advantage of anticipated exchange
rate changes.
Forward foreign currency exchange
contracts are adjusted by the daily exchange rate of the underlying currency and any unrealized gains or losses are recorded as a receivable or payable for forward foreign currency exchange contracts until the
contract settlement date. On contract settlement date, any gain or loss on the contract is recorded as realized gains or losses on forward foreign currency exchange contracts.
Risks may arise upon entering into
these contracts from unanticipated movements in the value of the contract and from the potential inability of counterparties to meet the terms of their contracts. Generally, the fund’s maximum risk due to
counterparty credit risk is the unrealized gain on the contract due to the use of Continuous Linked Settlement, a multicurrency cash settlement system for the centralized settlement of foreign transactions. This risk
is mitigated in cases where there is an ISDA Master Agreement between the fund and the counterparty providing for netting as described above and, where applicable, by the posting of collateral by the counterparty to
the fund to cover the fund’s exposure to the counterparty under such ISDA Master Agreement.
Mortgage-Backed/Asset-Backed
Securities — The fund invests a significant portion of its assets in asset-backed and/or mortgage-backed securities. For these securities, the value of the debt instrument also depends on
the credit quality and adequacy of the underlying assets or collateral as well as whether there is a security interest in the underlying assets or collateral. Enforcing rights, if any, against the underlying
assets or collateral may be difficult. U.S. Government securities not supported as to the payment of principal or interest by the U.S. Treasury, such as those issued by Fannie Mae, Freddie Mac, and the Federal Home
Loan Banks, are subject to greater credit risk than are U.S. Government securities supported by the U.S. Treasury, such as those issued by Ginnie Mae.
Indemnifications — Under the fund's organizational documents, its officers and Trustees may be indemnified against certain liabilities and expenses arising out of the performance of their duties to
the fund. Additionally, in the normal course of business, the fund enters into agreements with service providers that may contain indemnification clauses. The fund's maximum exposure under these agreements is unknown
as this would involve future claims that may be made against the fund that have not yet occurred.
Investment Transactions and
Income — Interest income is recorded on the accrual basis. All premium and discount is amortized or accreted for financial statement purposes in accordance with U.S. generally accepted accounting principles. Interest payments received in additional securities are recorded on the ex-interest date in an amount equal to the value of the security on such date.
The fund may receive proceeds from
litigation settlements. Any proceeds received from litigation involving portfolio holdings are reflected in the Statement of Operations in realized gain/loss if the security has been disposed of by the fund or in
unrealized gain/loss if the security is still held by the fund. Any other proceeds from litigation not related to portfolio holdings are reflected as other income in the Statement of Operations.
41
Notes to Financial Statements -
continued
Investment transactions are recorded
on the trade date. In determining the net gain or loss on securities sold, the cost of securities is determined on the identified cost basis.
The fund may purchase or sell
mortgage-backed securities on a “To Be Announced” (TBA) basis. A TBA transaction is subject to extended settlement and typically does not designate the actual security to be delivered, but instead includes
an approximate principal amount. The price of the TBA security and the date that it will be settled are fixed at the time the transaction is negotiated. The value of the security varies with market fluctuations and no
interest accrues to the fund until settlement takes place. TBA purchase and sale commitments are held at carrying amount, which approximates fair value and are categorized as level 2 within the fair value hierarchy
and included in TBA purchase and TBA sale commitments in the Statement of Assets and Liabilities, as applicable. Losses may arise as a result of changes in the value of the TBA investment prior to settlement date or
due to counterparty non-performance.
The fund may also enter into
mortgage dollar rolls, typically TBA dollar rolls, in which the fund sells TBA mortgage-backed securities to financial institutions and simultaneously agrees to repurchase similar (same issuer, type and coupon)
securities at a later date at an agreed-upon price. During the period between the sale and repurchase, the fund will not be entitled to receive interest and principal payments on the securities sold. The fund accounts
for dollar roll transactions as purchases and sales and realizes gains and losses on these transactions. As such, these transactions may result in an increase to the fund’s portfolio turnover rate. Portfolio
turnover rates including and excluding TBA transactions are presented in the Financial Highlights. Dollar roll transactions involve the risk that the market value of the securities that the fund is required to
purchase may decline below the agreed upon repurchase price of those securities.
Tax Matters and Distributions — The fund intends to qualify as a regulated investment company, as defined under Subchapter M of the Internal Revenue Code, and to distribute all of its taxable income, including
realized capital gains. As a result, no provision for federal income tax is required. The fund’s federal tax returns, when filed, will remain subject to examination by the Internal Revenue Service for a three
year period. Management has analyzed the fund’s tax positions taken on federal and state tax returns for all open tax years and does not believe that there are any uncertain tax positions that require
recognition of a tax liability. Foreign taxes, if any, have been accrued by the fund in the accompanying financial statements in accordance with the applicable foreign tax law. Foreign income taxes may be withheld by
certain countries in which the fund invests. Additionally, capital gains realized by the fund on securities issued in or by certain foreign countries may be subject to capital gains tax imposed by those
countries.
Distributions to shareholders are
recorded on the ex-dividend date. The fund employs a managed distribution policy whereby the fund seeks to pay monthly distributions based on an annual rate of 7.25% of the fund’s average monthly net asset
value. As a result, distributions may exceed actual earnings which may result in a tax return of capital. Distributions in any year may include a substantial return of capital component. Please refer to the Financial
Highlights for distributions of tax returns of capital made during the prior five years. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from U.S.
generally accepted accounting principles. Certain capital accounts in the financial statements are periodically adjusted for permanent differences in order to reflect their tax character. These adjustments
42
Notes to Financial Statements -
continued
have no impact on net assets or net asset value per
share. Temporary differences which arise from recognizing certain items of income, expense, gain or loss in different periods for financial statement and tax purposes will reverse at some time in the future.
Book/tax differences primarily
relate to amortization of premium and accretion of discount of debt securities.
The tax character of distributions
declared to shareholders for the last two fiscal years is as follows:
| Year ended 11/30/23 | Year ended 11/30/22 | |
| Ordinary income (including any short-term capital gains) | $3,465,689 | $2,164,201 |
| Tax return of capital (b) | 4,684,173 | 7,122,099 |
| Total distributions | $8,149,862 | $9,286,300 |
| (b) | Distributions in excess of tax basis earnings and profits are reported in the financial statements as a tax return of capital. |
The federal tax cost and the tax
basis components of distributable earnings were as follows:
| As of 11/30/23 | |
| Cost of investments | $121,544,949 |
| Gross appreciation | 233,112 |
| Gross depreciation | (11,330,767) |
| Net unrealized appreciation (depreciation) | $(11,097,655) |
| Capital loss carryforwards | (10,760,090) |
| Other temporary differences | (75,964) |
| Total distributable earnings (loss) | $(21,933,709) |
As of November 30, 2023, the fund
had capital loss carryforwards available to offset future realized gains. These net capital losses may be carried forward indefinitely and their character is retained as short-term and/or long-term losses. Such losses
are characterized as follows:
| Short-Term | $(2,599,429) |
| Long-Term | (8,160,661) |
| Total | $(10,760,090) |
(3) Transactions with
Affiliates
Investment Adviser — The fund has an investment advisory agreement with MFS to provide overall investment management and related administrative services and facilities to the fund. The management fee is computed daily and paid monthly at an annual rate of 0.32% of the fund’s average daily net assets and 5.33% of gross income. Gross income is calculated based on
tax elections that generally include the accretion of discount and exclude the amortization of premium, which may differ from investment income reported in the Statement of Operations. MFS has agreed to reduce its
management fee to the lesser of the contractual management fee as set forth above or 0.85% of the fund's average daily net assets. This written agreement will continue until modified by the fund's Board of Trustees,
but such agreement will continue at
43
Notes to Financial Statements -
continued
least until November 30, 2024. For the year ended
November 30, 2023, the fund’s average daily net assets and gross income fees did not meet the thresholds required to waive the management fee under this agreement. The management fee, from net assets and gross
income, incurred for the year ended November 30, 2023 was equivalent to an annual effective rate of 0.52% of the fund’s average daily net assets.
The investment adviser has agreed in
writing to pay a portion of the fund’s total annual operating expenses, excluding interest, taxes, extraordinary expenses, brokerage and transaction costs, certain tax reclaim recovery expenses (including
contingency fees and closing agreement expenses), and investment-related expenses, such that total fund operating expenses do not exceed 0.80% annually of the fund’s average daily net assets. This written
agreement will continue until modified by the fund’s Board of Trustees, but such agreement will continue at least until November 30, 2024. For the year ended November 30, 2023, this reduction amounted to
$24,876, which is included in the reduction of total expenses in the Statement of Operations.
Transfer Agent — The fund engages Computershare Trust Company, N.A. (“Computershare”) as the sole transfer agent for the fund. MFS Service Center, Inc. (MFSC) monitors and supervises
the activities of Computershare for an agreed upon fee approved by the Board of Trustees. For the year ended November 30, 2023, these fees paid to MFSC amounted to $19,322.
Administrator — MFS provides certain financial, legal, shareholder communications, compliance, and other administrative services to the fund. Under an administrative services agreement, the
fund reimburses MFS the costs incurred to provide these services. The fund is charged an annual fixed amount of $17,500 plus a fee based on average daily net assets. The administrative services fee is
computed daily and paid monthly. The administrative services fee incurred for the year ended November 30, 2023 was equivalent to an annual effective rate of 0.0237% of the fund's average daily net
assets.
Trustees’ and Officers’
Compensation — The fund pays compensation to independent Trustees in the form of a retainer, attendance fees, and additional compensation to Board and Committee
chairpersons. Independent Trustees’ compensation is accrued daily and paid subsequent to each Trustee Board meeting. The fund does not pay compensation directly to Trustees or officers of the fund who
are also officers of the investment adviser, all of whom receive remuneration from MFS for their services to the fund. Certain officers and Trustees of the fund are officers or directors of MFS and
MFSC.
Prior to December 31, 2001, the fund
had an unfunded defined benefit plan (“DB plan”) for independent Trustees. As of December 31, 2001, the Board took action to terminate the DB plan with respect to then-current and any future
independent Trustees, such that the DB plan covers only certain of those former independent Trustees who retired on or before December 31, 2001. The DB plan resulted in a pension expense of $983 and is included in
“Independent Trustees’ compensation” in the Statement of Operations for the year ended November 30, 2023. The liability for deferred retirement benefits payable to those former independent Trustees
under the DB plan amounted to $11,785 at November 30, 2023, and is included in “Payable for independent Trustees’ compensation” in the Statement of Assets and Liabilities. The deferred
retirement benefits compensation fee is accrued daily and paid monthly.
44
Notes to Financial Statements -
continued
Other — The fund invests in the MFS Institutional Money Market Portfolio which is managed by MFS and seeks current income consistent with preservation of capital and liquidity. This money
market fund does not pay a management fee to MFS but does incur investment and operating costs.
(4) Portfolio Securities
For the year ended November 30,
2023, purchases and sales of investments, other than short-term obligations, were as follows:
| Purchases | Sales | |
| U.S. Government securities | $97,601,892 | $97,690,218 |
| Non-U.S. Government securities | 3,289,869 | 6,523,075 |
(5) Shares of Beneficial
Interest
The fund's Declaration of Trust
permits the Trustees to issue an unlimited number of full and fractional shares of beneficial interest. The Trustees have authorized the repurchase by the fund of up to 10% annually of its own shares of beneficial
interest.
The fund repurchased 7,200 shares of beneficial
interest during the year ended November 30, 2023 at an average price per share of $2.95 and a weighted average discount of 7.68% per share. The fund did not repurchase any shares for the year ended November 30, 2022.
Transactions in fund shares were as follows:
| Year ended 11/30/23 | Year ended 11/30/22 | ||||
| Shares | Amount | Shares | Amount | ||
| Shares issued to shareholders in reinvestment of distributions | — | $— | 11,103 | $42,524 | |
| Capital shares repurchased | (7,200) | (21,205) | — | — | |
| Net change | (7,200) | $(21,205) | 11,103 | $42,524 | |
(6) Line of Credit
The fund and certain other funds
managed by MFS participate in a $1.45 billion unsecured committed line of credit of which $1.2 billion is reserved for use by the fund and certain other MFS U.S. funds. The line of credit is provided by a syndicate of
banks under a credit agreement. Borrowings may be made for temporary financing needs. Interest is charged to each fund, based on its borrowings, generally at a rate equal to the highest of 1) Daily Simple SOFR
(Secured Overnight Financing Rate) plus 0.10%, 2) the Federal Funds Effective Rate, or 3) the Overnight Bank Funding Rate, each plus an agreed upon spread. A commitment fee, based on the average daily unused portion
of the committed line of credit, is allocated among the participating funds. The line of credit expires on March 14, 2024 unless extended or renewed. In addition, the fund and other funds managed by MFS have
established unsecured uncommitted borrowing arrangements with certain banks for temporary financing needs. Interest is charged to each fund, based on its borrowings, at rates equal to customary reference rates plus an
agreed upon spread. For the year ended November 30, 2023, the fund’s commitment fee and interest expense were $571 and $0, respectively, and are included in “Miscellaneous” expense in the Statement
of Operations.
45
Notes to Financial Statements -
continued
(7) Investments in Affiliated
Issuers
An affiliated issuer may be
considered one in which the fund owns 5% or more of the outstanding voting securities, or a company which is under common control. For the purposes of this report, the following were affiliated issuers:
| Affiliated Issuers | Beginning Value | Purchases | Sales Proceeds | Realized Gain (Loss) | Change in Unrealized Appreciation or Depreciation | Ending Value |
| MFS Institutional Money Market Portfolio | $863,587 | $36,639,160 | $36,220,484 | $200 | $45 | $1,282,508 |
| Affiliated Issuers | Dividend Income | Capital Gain Distributions |
| MFS Institutional Money Market Portfolio | $48,319 | $— |
46
Report of Independent Registered Public
Accounting Firm
To the Board of Trustees and the
Shareholders of MFS Government Markets Income Trust:
Opinion on the Financial Statements
and Financial Highlights
We have audited the accompanying
statement of assets and liabilities of MFS Government Markets Income Trust (the “Fund”), including the portfolio of investments, as of November 30, 2023, the related statement of operations for the year
then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended, and the related notes. In our
opinion, the financial statements and financial highlights present fairly, in all material respects, the financial position of the Fund as of November 30, 2023, and the results of its operations for the year then
ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles
generally accepted in the United States of America.
Basis for Opinion
These financial statements and
financial highlights are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund's financial statements and financial highlights based on our audits. We are a public
accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and
the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in
accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements and financial highlights are free of
material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required
to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Fund's internal control over financial reporting. Accordingly, we
express no such opinion.
Our audits included performing
procedures to assess the risks of material misstatement of the financial statements and financial highlights, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures
included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements and financial highlights. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the financial statements and financial highlights.
47
Report of Independent Registered Public
Accounting Firm – continued
Our procedures included confirmation of securities
owned as of November 30, 2023, by correspondence with the custodian and brokers; when replies were not received from brokers, we performed other auditing procedures. We believe that our audits provide a reasonable
basis for our opinion.
DELOITTE & TOUCHE LLP
Boston, Massachusetts
January 12, 2024
January 12, 2024
We have served as the auditor of
one or more of the MFS investment companies since 1924.
48
Results of Shareholder Meeting (unaudited)
At the annual meeting of
shareholders of MFS Government Markets Income Trust, which was held on October 5, 2023, the following action was taken:
Item 1: To elect the following individuals as Trustees:
| Number of Shares | ||||
| Nominee | For | Against/Withheld | ||
| Steven E. Buller | 22,269,437.898 | 2,677,326.551 | ||
| Peter D. Jones | 22,277,748.898 | 2,669,015.551 | ||
| John P. Kavanaugh | 22,264,271.898 | 2,682,492.551 | ||
| Michael W. Roberge | 24,685,380.898 | 261,383.551 | ||
49
Trustees and
Officers — Identification and Background
The Trustees and Officers of the
Trust, as of January 1, 2024, are listed below, together with their principal occupations during the past five years. (Their titles may have varied during that period.) The address of each Trustee and Officer is
111 Huntington Avenue, Boston, Massachusetts 02199-7618.
| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Term Expiring | Number of MFS Funds overseen by the Trustee | Principal Occupations During the Past Five Years | Other Directorships During the Past Five Years (j) | ||||||
| INTERESTED TRUSTEE | ||||||||||||
| Michael W. Roberge (k) (age 57) | Trustee | January 2021 | 2026 | 136 | Massachusetts Financial Services Company, Chairman (since January 2021); Chief Executive Officer (since January 2017); Director; Chairman of the Board (since January 2022) | N/A | ||||||
| INDEPENDENT TRUSTEES | ||||||||||||
| John P. Kavanaugh (age 69) | Trustee and Chair of Trustees | January 2009 | 2026 | 136 | Private investor | N/A | ||||||
| Steven E. Buller (age 72) | Trustee | February 2014 | 2026 | 136 | Private investor | N/A | ||||||
| John A. Caroselli (age 69) | Trustee | March 2017 | 2024 | 136 | Private investor; JC Global Advisors, LLC (management consulting), President (since 2015) | N/A | ||||||
| Maureen R. Goldfarb (age 68) | Trustee | January 2009 | 2025 | 136 | Private investor | N/A | ||||||
| Peter D. Jones (age 68) | Trustee | January 2019 | 2026 | 136 | Private investor | N/A | ||||||
| James W. Kilman, Jr. (age 62) | Trustee | January 2019 | 2024 | 136 | Burford Capital Limited (finance and investment management), Senior Advisor (since May 3, 2021), Chief Financial Officer (2019 - May 2, 2021); KielStrand Capital LLC (family office), Chief Executive Officer (since 2016) | Alpha-En Corporation, Director (2016-2019) |
50
Trustees and Officers - continued
| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Term Expiring | Number of MFS Funds overseen by the Trustee | Principal Occupations During the Past Five Years | Other Directorships During the Past Five Years (j) | ||||||
| Clarence Otis, Jr. (age 67) | Trustee | March 2017 | 2024 | 136 | Private investor | VF Corporation, Director; Verizon Communications, Inc., Director; The Travelers Companies, Director | ||||||
| Maryanne L. Roepke (age 67) | Trustee | May 2014 | 2025 | 136 | Private investor | N/A | ||||||
| Laurie J. Thomsen (age 66) | Trustee | March 2005 | 2025 | 136 | Private investor | The Travelers Companies, Director; Dycom Industries, Inc., Director |
| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Term Expiring | Number of MFS Funds overseen by the Trustee | Principal Occupations During the Past Five Years | |||||
| OFFICERS | ||||||||||
| Christopher R. Bohane (k) (age 49) | Assistant Secretary and Assistant Clerk | July 2005 | N/A | 136 | Massachusetts Financial Services Company, Senior Vice President and Senior Managing Counsel | |||||
| Kino Clark (k) (age 55) | Assistant Treasurer | January 2012 | N/A | 136 | Massachusetts Financial Services Company, Vice President | |||||
| John W. Clark, Jr. (k) (age 56) | Assistant Treasurer | April 2017 | N/A | 136 | Massachusetts Financial Services Company, Vice President | |||||
| David L. DiLorenzo (k) (age 55) | President | July 2005 | N/A | 136 | Massachusetts Financial Services Company, Senior Vice President | |||||
| Heidi W. Hardin (k) (age 56) | Secretary and Clerk | April 2017 | N/A | 136 | Massachusetts Financial Services Company, Executive Vice President and General Counsel | |||||
| Brian E. Langenfeld (k) (age 50) | Assistant Secretary and Assistant Clerk | June 2006 | N/A | 136 | Massachusetts Financial Services Company, Vice President and Managing Counsel | |||||
51
Trustees and Officers - continued
| Name, Age | Position(s) Held with Fund | Trustee/Officer Since(h) | Term Expiring | Number of MFS Funds overseen by the Trustee | Principal Occupations During the Past Five Years | |||||
| Rosa E. Licea-Mailloux (k) (age 47) | Chief Compliance Officer | March 2022 | N/A | 136 | Massachusetts Financial Services Company, Vice President (since 2018); Director of Corporate Compliance (2018-2021), Senior Director Compliance (2021-2022), Senior Managing Director of North American Compliance & Chief Compliance Officer (since March 2022) | |||||
| Amanda S. Mooradian (k) (age 44) | Assistant Secretary and Assistant Clerk | September 2018 | N/A | 136 | Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel | |||||
| Susan A. Pereira (k) (age 53) | Assistant Secretary and Assistant Clerk | July 2005 | N/A | 136 | Massachusetts Financial Services Company, Vice President and Managing Counsel | |||||
| Kasey L. Phillips (k) (age 53) | Assistant Treasurer | September 2012 | N/A | 136 | Massachusetts Financial Services Company, Vice President | |||||
| Matthew A. Stowe (k) (age 49) | Assistant Secretary and Assistant Clerk | October 2014 | N/A | 136 | Massachusetts Financial Services Company, Senior Vice President and Senior Managing Counsel | |||||
| William B. Wilson (k) (age 41) | Assistant Secretary and Assistant Clerk | October 2022 | N/A | 136 | Massachusetts Financial Services Company, Assistant Vice President and Senior Counsel | |||||
| James O. Yost (k) (age 63) | Treasurer | September 1990 | N/A | 136 | Massachusetts Financial Services Company, Senior Vice President |
| (h) | Date first appointed to serve as Trustee/Officer of an MFS Fund. Each Trustee has served continuously since appointment unless indicated otherwise. From January 2012 through December 2016, Messrs. DiLorenzo and Yost served as Treasurer and Deputy Treasurer of the Funds, respectively. |
| (j) | Directorships or trusteeships of companies required to report to the Securities and Exchange Commission (i.e., “public companies”). |
| (k) | “Interested person” of the Trust within the meaning of the Investment Company Act of 1940 (referred to as the 1940 Act), which is the principal federal law governing investment companies like the fund, as a result of a position with MFS. The address of MFS is 111 Huntington Avenue, Boston, Massachusetts 02199-7618. |
52
Trustees and Officers - continued
The Trust holds annual shareholder
meetings for the purpose of electing Trustees, and Trustees are elected for fixed terms. The Board of Trustees is currently divided into three classes, each having a term of three years which term expires on the date
of the third annual meeting following the election to office of the Trustee’s class. Each year the term of one class expires. Each Trustee and officer will serve until next elected or his or her earlier death,
resignation, retirement or removal. Under the terms of the Board's retirement policy, an Independent Trustee shall retire at the end of the calendar year in which he or she reaches the earlier of 75 years of age or 15
years of service on the Board (or, in the case of any Independent Trustee who joined the Board prior to 2015, 20 years of service on the Board).
Messrs. Buller, Caroselli,
Jones and Otis are members of the Trust’s Audit Committee.
Each of the Interested Trustees and
certain Officers hold comparable officer positions with certain affiliates of MFS.
| Investment Adviser | Custodian |
| Massachusetts Financial Services Company 111 Huntington Avenue Boston, MA 02199-7618 | State Street Bank and Trust Company 1 Congress Street, Suite 1 Boston, MA 02114-2016 |
| Portfolio Manager(s) | Independent Registered Public Accounting Firm |
| Geoffrey Schechter Neeraj Arora Alexander Mackey Jake Stone | Deloitte & Touche LLP 200 Berkeley Street Boston, MA 02116 |
53
Board Review of Investment Advisory
Agreement
MFS Government Markets Income
Trust
The Investment Company Act of 1940
requires that both the full Board of Trustees and a majority of the non-interested (“independent”) Trustees, voting separately, annually approve the continuation of the Fund’s investment advisory
agreement with MFS. The Trustees consider matters bearing on the Fund and its advisory arrangements at their meetings throughout the year, including a review of performance data at each regular meeting. In
addition, the independent Trustees met several times over the course of three months beginning in May and ending in July, 2023 (“contract review meetings”) for the specific purpose of considering whether
to approve the continuation of the investment advisory agreement for the Fund and the other investment companies that the Board oversees (the “MFS Funds”). The independent Trustees were assisted in
their evaluation of the Fund’s investment advisory agreement by independent legal counsel, from whom they received separate legal advice and with whom they met separately from MFS during various contract review
meetings. The independent Trustees were also assisted in this process by an independent consultant who was retained by and reported to the independent Trustees.
In connection with their
deliberations regarding the continuation of the investment advisory agreement, the Trustees, including the independent Trustees, considered such information and factors as they believed, in light of the legal advice
furnished to them and their own business judgment, to be relevant. The investment advisory agreement for the Fund was considered separately, although the Trustees also took into account the common interests of
all MFS Funds in their review. As described below, the Trustees considered the nature, quality, and extent of the various investment advisory, administrative, and shareholder services performed by MFS under the
existing investment advisory agreement and other arrangements with the Fund.
In connection with their contract
review meetings, the Trustees received and relied upon materials that included, among other items: (i) information provided by Broadridge Financial Solutions, Inc. (“Broadridge”), an independent third
party, on the investment performance (based on net asset value) of the Fund for various time periods ended December 31, 2022 and the investment performance (based on net asset value) of a group of funds with
substantially similar investment classifications/objectives (the “Broadridge performance universe”), (ii) information provided by Broadridge on the Fund’s advisory fees and other expenses and the
advisory fees and other expenses of comparable funds identified by Broadridge as well as all other funds in the same investment classification/category (the “Broadridge expense group and universe”), (iii)
information provided by MFS on the advisory fees of portfolios of other clients of MFS, including institutional separate accounts and other clients, (iv) information as to whether and to what extent applicable expense
waivers, reimbursements or fee “breakpoints” are observed for the Fund, (v) information regarding MFS’ financial results and financial condition, including MFS’ and certain of its
affiliates’ estimated profitability from services performed for the Fund and the MFS Funds as a whole, and compared to MFS’ institutional business, (vi) MFS’ views regarding the outlook for the
mutual fund industry and the strategic business plans of MFS, (vii) descriptions of various functions performed by MFS for the Funds, such as compliance monitoring and portfolio trading practices, and (viii)
information regarding the overall organization of
54
Board Review of Investment Advisory
Agreement - continued
MFS, including information about MFS’ senior
management and other personnel providing investment advisory, administrative and other services to the Fund and the other MFS Funds. The comparative performance, fee and expense information prepared and provided
by Broadridge was not independently verified and the independent Trustees did not independently verify any information provided to them by MFS.
The Trustees’ conclusion as to
the continuation of the investment advisory agreement was based on a comprehensive consideration of all information provided to the Trustees and not the result of any single factor. Some of the factors that
figured particularly in the Trustees’ deliberations are described below, although individual Trustees may have evaluated the information presented differently from one another, giving different weights to
various factors. It is also important to recognize that the fee arrangements for the Fund and other MFS Funds are the result of years of review and discussion between the independent Trustees and MFS, that
certain aspects of such arrangements may receive greater scrutiny in some years than in others, and that the Trustees’ conclusions may be based, in part, on their consideration of these same arrangements during
the course of the year and in prior years.
Based on information provided by
Broadridge and MFS, the Trustees reviewed the Fund’s total return investment performance as well as the Broadridge performance universe over various time periods. The Trustees placed particular emphasis on
the total return performance of the Fund’s common shares in comparison to the performance of funds in its Broadridge performance universe over the five-year period ended December 31, 2022, which the Trustees
believed was a long enough period to reflect differing market conditions. The total return performance of the Fund’s common shares ranked 2nd out of a total of 2 funds in the Broadridge performance
universe for this five-year period (a ranking of first place out of the total number of funds in the performance universe indicating the best performer and a ranking of last place out of the total number of funds in
the performance universe indicating the worst performer). The total return performance of the Fund’s common shares ranked 2nd out of a total of 2 funds for each of the one- and three-year periods ended
December 31, 2022. Given the size of the Broadridge performance universe and information previously provided by MFS regarding differences between the Fund and the other funds in its Broadridge performance
universe, the Trustees also reviewed the Fund’s performance in comparison to a custom benchmark developed by MFS. The Fund outperformed its custom benchmark for each of the one-, three- and five-year
periods ended December 31, 2022 (one-year: -12.5% total return for the Fund versus -12.7% total return for the benchmark; three-year: -2.3% total return for the Fund versus -2.8% total return for the benchmark;
five-year: 0.1% total return for the Fund versus -0.1% total return for the benchmark). Because of the passage of time, these performance results may differ from the performance results for more recent periods,
including those shown elsewhere in this report.
In the course of their
deliberations, the Trustees took into account information provided by MFS in connection with the contract review meetings, as well as during investment review meetings conducted with portfolio management personnel
during the course of the year regarding the Fund’s performance. The Trustees observed that there were significant limitations to the usefulness of the comparative data provided by Broadridge, noting that
the applicable Broadridge performance universe for the Fund included funds that pursue substantially different investment programs as compared to that pursued by the Fund. After reviewing these and related factors,
including the fact
55
Board Review of Investment Advisory
Agreement - continued
that the Fund matched or outperformed its custom
benchmark in 2021 and 2022, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that they were satisfied with MFS’ responses and efforts relating
to investment performance.
In assessing the reasonableness of
the Fund’s advisory fee, the Trustees considered, among other information, the Fund’s advisory fee and the total expense ratio of the Fund’s common shares as a percentage of average daily net assets
and the advisory fee and total expense ratios of the Broadridge expense group based on information provided by Broadridge. The Trustees considered that MFS has agreed in writing to reduce its advisory fee, and
that MFS currently observes an expense limitation for the Fund, each of which may not be changed without the Trustees’ approval. The Trustees also considered that, according to the data provided by
Broadridge (which takes into account any fee reductions or expense limitations that were in effect during the Fund’s last fiscal year), the Fund’s effective advisory fee rate and total expense ratio were
each approximately at the Broadridge expense group median.
The Trustees also considered the
advisory fees charged by MFS to any institutional separate accounts advised by MFS (“separate accounts”) and unaffiliated investment companies for which MFS serves as subadviser (“subadvised
funds”) that have comparable investment strategies to the Fund, if any. In comparing these fees, the Trustees considered information provided by MFS as to the generally broader scope of services provided
by MFS to the Fund, as well as the more extensive regulatory burdens imposed on MFS in managing the Fund, in comparison to separate accounts and subadvised funds.
The Trustees considered that, as a
closed-end fund, the Fund is unlikely to experience meaningful asset growth. As a result, the Trustees did not view the potential for realization of economies of scale as the Fund’s assets grow to be a
material factor in their deliberations. The Trustees noted that they would consider economies of scale in the future in the event the Fund experiences significant asset growth, such as through an offering of
preferred shares (which is not currently contemplated) or a material increase in the market value of the Fund’s portfolio securities.
The Trustees also considered
information prepared by MFS relating to MFS’ costs and profits with respect to the Fund, the MFS Funds considered as a group, and other investment companies and accounts advised by MFS, as well as MFS’
methodologies used to determine and allocate its costs to the MFS Funds, the Fund and other accounts and products for purposes of estimating profitability.
After reviewing these and other
factors described herein, the Trustees concluded, within the context of their overall conclusions regarding the investment advisory agreement, that the advisory fees charged to the Fund represent reasonable
compensation in light of the services being provided by MFS to the Fund.
In addition, the Trustees considered
MFS’ resources and related efforts to continue to retain, attract and motivate capable personnel to serve the Fund. The Trustees also considered current and developing conditions in the financial services
industry, including the presence of large and well-capitalized companies which are spending, and appear to be prepared to continue to spend, substantial sums to engage personnel and to provide services to competing
investment companies. In this regard, the
56
Board Review of Investment Advisory
Agreement - continued
Trustees also considered the financial resources of
MFS and its ultimate parent, Sun Life Financial Inc. The Trustees also considered the advantages and possible disadvantages to the Fund of having an adviser that also serves other investment companies as well as
other accounts.
The Trustees also considered the
nature, quality, cost, and extent of administrative services provided to the Fund by MFS under agreements other than the investment advisory agreement. The Trustees also considered the nature, extent and quality
of certain other services MFS performs or arranges for on the Fund’s behalf, which may include securities lending programs, directed expense payment programs, class action recovery programs, and MFS’
interaction with third-party service providers, principally custodians and sub-custodians. The Trustees concluded that the various non-advisory services provided by MFS and its affiliates on behalf of the Fund
were satisfactory.
The Trustees considered so-called
“fall-out benefits” to MFS such as reputational value derived from serving as investment manager to the MFS Funds. The Trustees also considered that MFS discontinued its historic practice of
obtaining investment research from portfolio brokerage commissions paid by certain MFS Funds effective January 2018, and directly pays or voluntarily reimburses a Fund, if applicable, for the costs of external
research acquired through the use of the Fund’s portfolio brokerage commissions.
Based on their evaluation of factors
that they deemed to be material, including those factors described above, the Board of Trustees, including the independent Trustees, concluded that the Fund’s investment advisory agreement with MFS should be
continued for an additional one-year period, commencing August 1, 2023.
57
Proxy Voting Policies and
Information
MFS votes proxies on behalf of the
fund pursuant to proxy voting policies and procedures that are available without charge, upon request, by calling 1-800-225-2606, by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Information regarding how the fund
voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 is available by August 31 of each year without charge by visiting mfs.com/proxyvoting, or by visiting the SEC’s Web site at http://www.sec.gov.
Quarterly Portfolio
Disclosure
The fund files a complete schedule
of portfolio holdings with the SEC for the first and third quarters of each fiscal year as an exhibit to its reports on Form N-PORT. The fund’s Form N-PORT reports are available on the SEC’s Web site at
http://www.sec.gov. A shareholder can obtain the portfolio holdings report for the first and third quarters of the fund's fiscal year at mfs.com/closedendfunds by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Prospectus and Reports” tab.
Further Information
From time to time, MFS may post
important information about the fund or the MFS Funds on the MFS Web site (mfs.com). This information is available at https://www.mfs.com/announcements or at mfs.com/closedendfunds by choosing the fund's name and then scrolling to the “Resources” section and clicking on the “Announcements” tab, if any.
Additional information about the
fund (e.g., performance, dividends and the fund’s price history) is also available at mfs.com/closedendfunds by choosing the fund's name, if any.
INFORMATION ABOUT FUND
CONTRACTS AND LEGAL CLAIMS
The fund has entered into
contractual arrangements with an investment adviser, administrator, transfer agent, and custodian who each provide services to the fund. Unless expressly stated otherwise, shareholders are not parties to, or intended
beneficiaries of these contractual arrangements, and these contractual arrangements are not intended to create any shareholder right to enforce them against the service providers or to seek any remedy under them
against the service providers, either directly or on behalf of the fund.
Under the Trust’s By-Laws and
Declaration of Trust, any claims asserted against or on behalf of the MFS Funds, including claims against Trustees and Officers, must be brought in state and federal courts located within the Commonwealth of
Massachusetts.
Federal Tax Information
(unaudited)
The fund will notify shareholders of
amounts for use in preparing 2023 income tax forms in January 2024. The following information is provided pursuant to provisions of the Internal Revenue Code.
The fund intends to pass through the
maximum amount allowable as Section 163(j) Interest Dividends as defined in Treasury Regulation §1.163(j)-1(b).
58
rev. 3/16
| FACTS | WHAT DOES MFS DO WITH YOUR PERSONAL INFORMATION? |
| Why? | Financial companies choose how they share your personal information. Federal law gives consumers the right to limit some but not all sharing. Federal law also requires us to tell you how we collect, share, and protect your personal information. Please read this notice carefully to understand what we do. |
| What? | The types of personal information we collect and share depend on the product or service you have with us. This information can include: |
| • Social Security number and account balances | |
| • Account transactions and transaction history | |
| • Checking account information and wire transfer instructions | |
| When you are no longer our customer, we continue to share your information as described in this notice. |
| How? | All financial companies need to share customers' personal information to run their everyday business. In the section below, we list the reasons financial companies can share their customers' personal information; the reasons MFS chooses to share; and whether you can limit this sharing. |
| Reasons we can share your personal information | Does MFS share? | Can you limit this sharing? |
| For our everyday business purposes – such as to process your transactions, maintain your account(s), respond to court orders and legal investigations, or report to credit bureaus | Yes | No |
| For our marketing purposes – to offer our products and services to you | No | We don't share |
| For joint marketing with other financial companies | No | We don't share |
| For our affiliates' everyday business purposes – information about your transactions and experiences | No | We don't share |
| For our affiliates' everyday business purposes – information about your creditworthiness | No | We don't share |
| For nonaffiliates to market to you | No | We don't share |
| Questions? | Call 800-225-2606 or go to mfs.com. |
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| Who we are | |
| Who is providing this notice? | MFS Funds, MFS Investment Management, MFS Institutional Advisors, Inc., and MFS Heritage Trust Company. |
| What we do | |
| How does MFS protect my personal information? | To protect your personal information from unauthorized access and use, we use security measures that comply with federal law. These measures include procedural, electronic, and physical safeguards for the protection of the personal information we collect about you. |
| How does MFS collect my personal information? | We collect your personal information, for example, when you |
| • open an account or provide account information | |
| • direct us to buy securities or direct us to sell your securities | |
| • make a wire transfer | |
| We also collect your personal information from others, such as credit bureaus, affiliates, or other companies. | |
| Why can't I limit all sharing? | Federal law gives you the right to limit only |
| • sharing for affiliates' everyday business purposes – information about your creditworthiness | |
| • affiliates from using your information to market to you | |
| • sharing for nonaffiliates to market to you | |
| State laws and individual companies may give you additional rights to limit sharing. | |
| Definitions | |
| Affiliates | Companies related by common ownership or control. They can be financial and nonfinancial companies. |
| • MFS does not share personal information with affiliates, except for everyday business purposes as described on page one of this notice. | |
| Nonaffiliates | Companies not related by common ownership or control. They can be financial and nonfinancial companies. |
| • MFS does not share with nonaffiliates so they can market to you. | |
| Joint marketing | A formal agreement between nonaffiliated financial companies that together market financial products or services to you. |
| • MFS doesn't jointly market. | |
| Other important information |
| If you own an MFS product or receive an MFS service in the name of a third party such as a bank or broker-dealer, their privacy policy may apply to you instead of ours. |
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CONTACT US
TRANSFER AGENT, REGISTRAR, AND
DIVIDEND DISBURSING AGENT
DIVIDEND DISBURSING AGENT
CALL
1-800-637-2304
9 a.m. to 5 p.m. Eastern time
WRITE
Computershare Trust Company, N.A.
P.O. Box 43078
Providence, RI 02940-3078
New York Stock Exchange Symbol:
MGF
